-----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, Nl6dkjNUkELGoHRek9WmI8iOwbyhe5/o2EhDbGTQV0COl28v6u3voxgWX1C20DFA /gIeFguwBQ8Owg3xqb+adw== 0000914749-97-000007.txt : 19970421 0000914749-97-000007.hdr.sgml : 19970421 ACCESSION NUMBER: 0000914749-97-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970418 SROS: NASD GROUP MEMBERS: COROTOMAN CO LLC GROUP MEMBERS: JARED E. ABBRUZZESE, JOSEPH H. ABBRUZZESE, HOPE E. CARTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAI WIRELESS SYSTEMS INC CENTRAL INDEX KEY: 0000914749 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061324691 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45035 FILM NUMBER: 97583288 BUSINESS ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: THIRD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 BUSINESS PHONE: 5184622632 MAIL ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: 3RD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COROTOMAN CO LLC CENTRAL INDEX KEY: 0001017239 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: THIRD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 BUSINESS PHONE: 5184651996 MAIL ADDRESS: STREET 1: 18 COPPORATE WOODS BLVD STREET 2: 3RD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 SC 13D 1 AMENDMENT NO. 5 CUSIP No. 12476P104 Page 1 of 11 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) CAI WIRELESS SYSTEMS, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 12476P104 (CUSIP Number) M. Louise Turilli, Esq. Day, Berry & Howard, CityPlace I, Hartford, Connecticut 01603-3499 (860-275-0178) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 24, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. *(A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of the five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 12476P104 Page 2 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jared E. Abbruzzese 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 1,440,552 NUMBER OF 7. SOLE VOTING POWER SHARES 20,000 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,440,552 EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 20,000 WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,552 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.60% 14. TYPE OF REPORTING PERSON* IN SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 12476P104 Page 3 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hope E. Carter 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 811,652 NUMBER OF 7. SOLE VOTING POWER SHARES 20,000 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 811,652 EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 20,000 WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 831,652 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.05% 14. TYPE OF REPORTING PERSON* IN SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 12476P104 Page 4 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph H. Abbruzzese 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 130,744 NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 130,744 EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,744 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%. 14. TYPE OF REPORTING PERSON* IN SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 12476P104 Page 5 of 11 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Corotoman Company, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* N/A 5. CHECK BOX IF DISCLOSURE OR LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 0 NUMBER OF 7. SOLE VOTING POWER SHARES 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 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) N/A 14. TYPE OF REPORTING PERSON* CO SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 12476P104 Page 6 of 11 Pages AMENDMENT NO. 5 TO SCHEDULE 13D The undersigned reporting persons (the "reporting persons") hereby amend and restate, as required by Regulation 13d-2(c), their Statement on Schedule 13D, dated January 17, 1994 (the "Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D dated as of March 29, 1995, Amendment No. 2 to the Schedule 13D dated as of January 2, 1996, Amendment No. 3 to the Schedule 13D dated as of June 10, 1996, and Amendment No. 4 to the Schedule 13D dated as of November 13, 1996, relating to the common stock, no par value per share (the "Common Stock"), of CAI Wireless Systems, Inc. (the "Issuer"). ITEM 1. SECURITY AND ISSUER. The reporting persons hereby set forth this Amendment No. 5 to the Schedule 13D with respect to the Common Stock of the Issuer, a Connecticut corporation (the "Issuer"), whose principal executive office is located at 18 Corporate Woods Boulevard, Third Floor, Albany, New York 12211. ITEM 2. IDENTITY AND BACKGROUND. Mr. Jared E. Abbruzzese, a citizen of the United States of America, is and has been the Chairman and Chief Executive Officer and a Director of the Issuer since its formation in 1991. The address of the principal executive office of the Issuer is set forth in Item 1. Mrs. Hope E. Carter, a citizen of the United States of America, is an investor who resides at 492 Mariomi Road, New Canaan, Connecticut 06940, and is the aunt of Jared E. Abbruzzese. Mr. Joseph H. Abbruzzese, a citizen of the United States of America, is an investor and restauranteur whose business address is 180 Madison Avenue, Albany, New York 12207, and is the brother of Jared E. Abbruzzese. The Corotoman Company, L.L.C., a Delaware limited liability company ("Corotoman"), with its executive office located at 18 Corporate Woods Boulevard, Third Floor, Albany, New York 12211, was formed for the purpose of investing family assets, including the holding of shares of Common Stock. Prior to February 24, 1997, and as more fully described below in Item 4 of this Amendment No. 5, Jared E. Abbruzzese, Mrs. Carter and Joseph H. Abbruzzese owned 46.5%, 46.5% and 4%, respectively, of the outstanding membership interests of Corotoman, and were the sole directors of Corotoman. The Irrevocable Trust for the Descendants of Hope E. Carter (together with the 46.5% membership interest in Corotoman held by Mrs. Carter, the "Carter Family Interest") and the Jared E. and Sherrie G. Abbruzzese Trust owned 1.5% and 1.5%, respectively, of the outstanding membership interests of Corotoman. None of the reporting persons hereto or any of the executive officers or directors of Corotoman, during the past five years, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been 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 have been found to have violated said securities laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable. ITEM 4. PURPOSE OF TRANSACTION. From November 13, 1996 (the date of reporting persons' most recent filing on Schedule 13D) to December 31, 1996, sales of shares of Common Stock were effected for the account of certain of the reporting persons primarily for the purpose of generating proceeds to satisfy obligations under certain margin arrangements maintained by such reporting persons at brokerage firms. Such sales are reflected below in Item 5. As a result of this selling activity, the reporting persons' interest in the Issuer decreased to 7.00% of the total issued and outstanding Common Stock of Issuer at December 31, 1996.
Price No. of Where and How DATE CHARACTER OF TRANSACTION per SHARE SHARES TRANSACTION WAS EFFECTED 11/25/96 Disposition by Corotoman 3.1250 20,000 Open market* 11/26/96 Disposition by Corotoman 3.0000 800,000 Open market* 11/26/96 Disposition by Corotoman 3.2500 5,000 Open market* 11/26/96 Disposition by Corotoman 3.0000 15,000 Open market* 11/26/96 Disposition by Corotoman 3.0625 17,000 Open market* 11/26/96 Disposition by Corotoman 2.9375 11,000 Open market* 11/26/96 Disposition by Corotoman 2.8750 30,500 Open market* 11/27/96 Disposition by Corotoman 3.0000 8,500 Open market* 12/02/96 Disposition by Corotoman 2.8125 28,000 Open market* 12/02/96 Disposition by Corotoman 2.7500 20,000 Open market* 12/02/96 Disposition by Corotoman 2.6875 43,000 Open market* 12/02/96 Disposition by Corotoman 2.6420 40,000 Open market* 12/02/96 Disposition by Corotoman 2.6420 15,000 Open market* 12/02/96 Disposition by Corotoman 2.7638 45,000 Open market* 12/02/96 Disposition by Corotoman 2.5000 500,000 Open market* 12/04/96 Disposition by Corotoman 2.8125 7,000 Open market* 12/04/96 Disposition by Corotoman 2.7500 23,000 Open market* 12/05/96 Disposition by Corotoman 2.6875 18,000 Open market* 12/05/96 Disposition by Corotoman 2.7500 15,000 Open market* 12/05/96 Disposition by Corotoman 2.6875 17,000 Open market* 12/06/96 Disposition by Corotoman 1.3125 45,000 Open market* 12/06/96 Disposition by Corotoman 1.2500 10,000 Open market* 12/06/96 Disposition by Corotoman 1.3750 25,000 Open market* 12/06/96 Disposition by Corotoman 1.3125 50,000 Open market* 12/06/96 Disposition by Corotoman 1.2500 50,000 Open market* 12/06/96 Disposition by Corotoman 1.3125 40,000 Open market* 12/06/96 Disposition by Corotoman 1.4375 30,000 Open market* 12/06/96 Disposition by Corotoman 1.5000 20,000 Open market* 12/06/96 Disposition by Corotoman 1.2500 25,000 Open market* 12/06/96 Disposition by Corotoman 1.1875 10,000 Open market* 12/06/96 Disposition by Corotoman 1.2500 85,000 Open market* 12/06/96 Disposition by Corotoman 1.3750 10,000 Open market* 12/06/96 Disposition by Corotoman 1.5000 200,000 Open market* 12/06/96 Disposition by Corotoman 1.53125 300,000 Open market* 12/06/96 Disposition by Corotoman 1.41860 661,600 Open market* 12/06/96 Disposition by Corotoman 1.6250 20,000 Open market* 12/06/96 Disposition by Corotoman 1.5000 68,620 Open market* 12/13/96 Disposition by Corotoman 1.2212 25,000 Open market* 12/02/96 Disposition by J.E. 2.7375 125,000 Open market* Abbruzzese 12/03/96 Disposition by J.E. 2.8750 50,000 Open market* Abbruzzese 12/04/96 Disposition by J.E. 2.7563 50,000 Open market* Abbruzzese 12/06/96 Disposition by J.E. 1.4186 108,400 Open market* Abbruzzese
_____________ * Sales made under Rule 144(k) promulgated under the Securities Act of 1933, as amended, by lenders against shareholder default on margin obligations. On February 24, 1997, the reporting persons and other entities entered into that certain Agreement and Plan of Reorganization (the "Plan") relating to, among other things, shares of the Issuer held by Corotoman. Pursuant to the Plan, Corotoman made a pro rata distribution (the "Distribution") of all shares of the Issuer held by Corotoman at the time of the Redemption (2,111,080 shares) to the members of Corotoman. In accordance with their respective membership interests in Corotoman, each of Mr. Jared E. Abbruzzese and Mrs. Carter received 981,652 shares of Common Stock (representing 2.42% of the outstanding Common Stock on the date of the Distribution for each of Jared Abbruzzese and Mrs. Carter), Mr. Joseph H. Abbruzzese received 84,444 shares of Common Stock (representing less than 1% of the outstanding Common Stock on the date of the Distribution) and each of (i) The Irrevocable Trust for the Descendants of Hope E. Carter and (ii) The Jared E. and Sherrie G. Abbruzzese Trust received 31,666 shares of Common Stock (representing less than 1% of the outstanding Common Stock for on the date of the Distribution for each of these trusts). Also on that date, Corotoman fully redeemed (the "Redemption") the Carter Family Interest in exchange for certain investment interests (other than Common Stock of the Issuer) and an assumption of certain liabilities of Corotoman. In connection with the Redemption, the Carter Family Interest was surrendered to Corotoman. As a result of the Distribution and Redemption, as of the date hereof, none of the reporting persons will continue to act as a group with respect to the Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, each of the reporting persons respectively owns beneficially the number of shares of Common Stock and the percentage of the shares of Common Stock outstanding (40,540,539 as of December 31, 1996, the date of the most recently available filing with the Securities and Exchange Commission by the Issuer) that are set forth opposite such reporting person's name below: CUSIP No. 12476P104 Page 7 of 11 Pages CUSIP No. 12476P104 Page 8 of 11 Pages
Shares of NAME COMMON STOCK PERCENTAGE THE COROTOMAN COMPANY, L.L.C. 0 N/A MRS. HOPE E. CARTER Individually: 811,652 2.00% As a director of The Corotoman Foundation, Inc. * (the "Foundation"): 20,000 Total Ownership: 831,652 2.05% MR. JOSEPH H. ABBRUZZESE Individually 130,744 * MR. JARED E. ABBRUZZESE Individually(1): 1,211,552 2.99% As a director of the Foundation: 20,000 * By family members: 229,000 * Total Ownership: 1,460,552 3.60
_______________________ (1) Includes 225,000 shares issuable upon the exercise of options granted under the Issuer's 1995 Incentive Stock Plan exercisable currently or within 60 days of the date hereof. * Less than 1%. (b) Each of the reporting persons has the following power to vote, direct the voting of, dispose of, or direct the disposition of, shares of Common Stock: (i) Number of shares of Common Stock as to which the reporting person has the sole power to vote, direct the voting of, dispose of, or direct the disposition of:
Shares of NAME COMMON STOCK The Corotoman Company, L.L.C.: 0 Mrs. Hope E. Carter: 811,652 Mr. Joseph H. Abbruzzese: 130,744 Mr. Jared E. Abbruzzese Individually(1): 1,211,552 Shares held by family members: 229,000 Total: 1,440,552
FOOTNOTE ON FOLLOWING PAGE _______________________ (1) Includes 225,000 shares issuable upon the exercise of options granted under the Issuer's 1995 Incentive Stock Plan exercisable currently or within 60 days of the date hereof. (ii) Number of shares of Common Stock as to which the reporting person has the shared power to vote, direct the voting of, dispose of, or direct the disposition of:
Shares of NAME COMMON STOCK The Corotoman Company, L.L.C. 0 Mrs. Hope E. Carter As a director of the Foundation: 20,000 Mr. Joseph H. Abbruzzese 0 Mr. Jared E. Abbruzzese As a director of the Foundation: 20,000
(c) Other than the following transactions, no transactions by the reporting persons have occurred during the past sixty (60) days.
Price No. of Where and How DATE CHARACTER OF TRANSACTION per SHARE SHARES TRANSACTION WAS EFFECTED 02/20/97 Disposition by H.E. Carter 2.309 95,000 Open Market 02/21/97 Disposition by H.E. Carter 2.354 15,065 Open Market 02/26/97 Disposition by H.E. Carter 2.356 90,000 Open Market 03/17/97 Disposition by H.E. Carter 2.339 35,000 Open Market 03/26/97 Disposition by H.E. Carter 2.031 5,000 Open Market 03/31/97 Disposition by H.E. Carter 1.813 10,000 Open Market 04/02/97 Disposition by H.E. Carter 1.750 3,000 Open Market 04/03/97 Disposition by H.E. Carter 1.813 35,000 Open Market 04/04/97 Disposition by H.E. Carter 1.813 10,000 Open Market 04/04/97 Disposition by H.E. Carter 1.750 15,000 Open Market 04/07/97 Disposition by H.E. Carter 1.781 5,000 Open Market 04/08/97 Disposition by H.E. Carter 1.750 9,000 Open Market 04/08/97 Disposition by H.E. Carter 1.781 3,000 Open Market 04/14/97 Disposition by H.E. Carter 1.836 40,000 Open Market
_______________________ (d) Relatives of Jared E. Abbruzzese have the right to receive and the power to direct the receipt of dividends from, and receipt of the proceeds from the sale of, an aggregate of 229,000 shares of Common Stock which Jared E. Abbruzzese has transferred by gift to such relatives, but over which Jared E. Abbruzzese retains voting control. Such interests do not relate, individually or in the aggregate, to more than five percent (5%) of the outstanding Common Stock as of March 31, 1997. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See description of the Agreement and Plan of Reorganization contained in Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. EXHIBIT 10.1 Agreement and Plan of Reorganization dated as of February 24, 1997 SIGNATURES 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. Date: April 18, 1997 /s/Hope E. Carter Hope E. Carter Date: April 18, 1997 /s/Joseph H. Abbruzzese Joseph H. Abbruzzese Date: April 18, 1997 /s/Jared E. Abbruzzese Jared E. Abbruzzese Date: April 18, 1997 The Corotoman Company, L.L.C. By:/s/Jared E. Abbruzzese President EX-1 2 EXHIBIT 10.1 AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") entered into as of this 24th day of February, 1997, by and among Hope E. Carter ("HEC"), Charles E. Carter ("CEC"), Jared E. Abbruzzese ("JEA"), Joseph H. Abbruzzese ("JHA"), Looscaunagh Investments L.L.C., a Delaware limited liability company ("Looscaunagh"), Glacier Capital L.L.C., a Delaware limited liability company ("Glacier"), Robert J. Miller and John E. Carter, solely in their capacities as co-Trustees to Irrevocable Trust For Descendants of Hope Elliot Carter, Dated November 12, 1993 (the "Carter Family Trust"), Joseph H. Abbruzzese and Sabino Rodriguez, III, solely in their capacities as co-Trustees to Jared E. and Sherrie G. Abbruzzese Trust, Dated November 15, 1993 (the "Abbruzzese Family Trust"), Bazaguma Limited Partnership, a Connecticut limited partnership ("Bazaguma"), Wave Investments, L.L.C., a Connecticut limited liability company ("Wave Investments"), Wave Air, Inc., a Delaware corporation ("Wave Air"), (HEC, CEC, Looscaunagh, Glacier and Carter Family Trust are sometimes referred to herein as the "Carter Family" and JEA, JHA, Abbruzzese Family Trust, Bazaguma, Wave Investments and Wave Air are sometimes referred to herein as the "Abbruzzese Family" and with the Carter Family, collectively the "Principal Parties"), and Cypress Capital L.L.C. ("Cypress"), Banyan Investments L.L.C. ("Banyan"), Haig Capital L.L.C. ("Haig"), The Corotoman Company, L.L.C. ("Corotoman"), each a Delaware limited liability company (Cypress, Banyan, Haig and Corotoman, collectively, the "Corotoman Group Companies"). W I T N E S S E T H: WHEREAS, the Carter Family and the Abbruzzese Family intend and desire to separate their respective direct and indirect business interests in the Corotoman Group Companies (the "Reorganization"); and WHEREAS, the Principal Parties desire to evidence their agreements with respect to the Reorganization in this Agreement; NOW, THEREFORE, THE PARTIES HEREBY AGREE to take the actions specified below and to make all reasonable efforts to conclude the Reorganization on the following principles, terms and conditions as soon as practicable: SECTION I AGREEMENTS AND TRANSACTIONS . GENERAL. The Reorganization shall be comprised of a series of transactions intended to close simultaneously on the Closing Date (as defined below). . TRANSACTIONS RELATING TO CYPRESS. . OPERATING AGREEMENTS. On or before the Closing Date, the Carter Family members of Cypress and the Abbruzzese Family members of Cypress, as set forth on SCHEDULE A hereto, shall execute the existing Cypress Operating Agreement in the form attached as EXHIBIT A hereto. . REDEMPTION. On the Closing Date, Cypress shall fully redeem, and the Carter Family members of Cypress shall surrender, the interests of the Carter Family members in Cypress in exchange for the consideration specified on SCHEDULE A hereto. . TRANSACTIONS RELATING TO BANYAN. . OPERATING AGREEMENTS. On or before the Closing Date, the Carter Family members of Banyan and the Abbruzzese Family members of Banyan, as set forth on SCHEDULE B hereto, shall execute the existing Banyan Operating Agreement in the form attached as EXHIBIT B hereto. . SATISFACTION OF DEBT. On or before the Closing Date, Banyan shall transfer to Corotoman the assets listed on SCHEDULE B hereto, in full satisfaction of all outstanding debt to Corotoman related to the acquisition of such assets. . REDEMPTION. On the Closing Date, Banyan shall fully redeem, and the Carter Family members of Banyan shall surrender, the interests of the Carter Family members of Banyan in exchange for the consideration set forth on SCHEDULE B hereto. . TRANSACTIONS RELATING TO HAIG. . REDEMPTION. On the Closing Date, Haig shall fully redeem, and the Carter Family members of Haig shall surrender, the interests of the Carter Family members of Haig as set forth on SCHEDULE C hereto, in exchange for the consideration set forth thereon. . DISTRIBUTION TO COROTOMAN. On or before the Closing Date, Haig shall distribute to Corotoman the interests specified on SCHEDULE D hereto. On the Closing Date, Corotoman shall in turn distribute to the Carter Family members of Corotoman such interests, which shall include certain investment rights as set forth on SCHEDULE D, pursuant to SUBPARAGRAPH 5.C. below. . TAX ALLOCATIONS. The parties agree that the current allocations of income and loss contained in the limited liability company agreement of Haig do not reflect the economic interests of the members of Haig in its income or loss for 1996 in light of this Agreement. Accordingly, the allocation provisions of such agreement shall be amended to provide that for 1996, the income or loss of Haig shall be allocated as set forth on SCHEDULE H, or all of the members of Haig shall consent, on or prior to the Closing Date, to such allocation. . TRANSACTIONS RELATING TO COROTOMAN. . REDEMPTION. On the Closing Date, Corotoman shall fully redeem, and the Carter Family members of Corotoman shall surrender, the interests of the Carter Family members, as set forth on SCHEDULE E hereto, in exchange for certain investment interests and an assumption of certain liabilities as set forth below. . CAI WIRELESS SYSTEMS, INC. STOCK. On the Closing Date, in one or more transfers, Corotoman shall, as part of the redemption pursuant to SUBPARAGRAPH 5.A. above, distribute pro rata to its members all of its shares of common stock of CAI Wireless Systems, Inc. ("CAI"). The allocation of specific share certificates shall be as provided on SCHEDULE F1 hereto. . OTHER ASSETS. On the Closing Date, Corotoman shall, as part of the redemption pursuant to SUBPARAGRAPH 5.A. above, distribute to the Carter Family members the assets set forth on SCHEDULE F2. . LIABILITIES. In connection with the redemption pursuant to SUBPARAGRAPH 5.A. above: . MARGIN ACCOUNTS. On the Closing Date, JEA shall assume all obligations on the margin account(s) of Corotoman, or such accounts shall otherwise have been satisfied, as specified on SCHEDULE G hereto. . PAYABLES. The payables and funding commitments of the Corotoman Group Companies, shall remain the post-closing responsibility of the applicable Corotoman Group Companies, except that on or before the Closing Date, the Carter Family shall have made arrangements to pay thirty thousand dollars ($30,000) of legal fees to Day, Berry & Howard. . TAX ALLOCATIONS. The parties agree that the current allocations of income and loss contained in the limited liability company agreements of Corotoman and Haig do not reflect the economic interests of the members of Corotoman and Haig in their income or loss for 1996 and 1997 viewed in light of this Agreement. Accordingly, the allocation provisions of such agreement shall be amended to provide that the income or loss of Corotoman for 1996 shall be allocated among its members as set forth on SCHEDULE H, or all of the members of Corotoman shall consent, on or prior to the Closing Date, to such allocation. For 1997, the Carter Family members shall be allocated no net income or loss from any of the Corotoman Group Companies. . OTHER AGREEMENTS. . CEC LETTER. On the Closing Date, JEA shall execute the letter with respect to CEC in the form attached as EXHIBIT C hereto (the "CEC Letter"). In the event that JEA, Corotoman or Haig is requested to provide a reference or similar such information in regard to CEC, JEA, Corotoman or Haig will confirm the statements contained in the CEC Letter, and JEA, Corotoman or Haig will confirm that CEC resigned his employment to pursue other business opportunities, but will not provide any further information or comments. . INDEMNIFICATION OBLIGATIONS. JEA hereby agrees to indemnify and hold harmless HEC from and against any losses, claims, demands, damages or liabilities of any kind as a named defendant in any claim or litigation involving securities law matters brought against Corotoman or CAI, including but not limited to: (i) the class action suit brought in the U.S. District Court, Northern District of New York by William Hughes, Michael Walsh and Irving Ravens against Corotoman, JEA, JHA, HEC, CAI and Alan Sonnenberg ("Sonnenberg"), Civil Action No. 96-CV-1857, (ii) the class action suit brought in the U.S. District Court, Northern District of New York by Joseph Germano against CAI, JEA, JHA, HEC and Corotoman, Civil Action No. 97-CV-0037 and (iii) the class action suit brought in the U.S. District Court, Northern District of New York by Burton Klein and John J. Lyons against CAI, JEA, JHA, HEC, Sonnenberg, Corotoman and John J. Prisco, Civil Action No. 97-CV-0088, but excluding any loss, claim, demand, damage or liability of HEC that is determined by final and non-appealable judgment of a court of competent jurisdiction to have resulted primarily from actions taken by HEC in bad faith or from HEC=s wilful misconduct, which actions are not currently known by JEA or his counsel. JEA shall have the right to undertake, through counsel of his own choosing and at his own expense, the settlement or defense thereof, and HEC shall cooperate with him in connection therewith; PROVIDED, HOWEVER, that HEC may participate in such settlement or defense through counsel chosen by HEC, provided that the fees and expenses of such counsel shall be borne by HEC. . ACCESS TO RECORDS. After the close of the transactions contemplated herein, (i) the Abbruzzese Family shall have a right of reasonable access, in connection with any post-closing audit or litigation, to any and all records transferred to or retained by the Carter Family pursuant to SUBPARAGRAPH 4.D. of SECTION IV below; and (ii) the Carter Family shall have a right of reasonable access, in connection with any post-closing audit or litigation, to any and all records transferred to or retained by the Abbruzzese Family or the Corotoman Group Companies. . CERTAIN CARTER FAMILY INVESTMENT RIGHTS. JEA hereby agrees to undertake (or cause to be undertaken) the obligations set forth in SECTION 2 of SCHEDULE D hereto. . CAI WIRELESS SYSTEMS, INC. STOCK. From the date hereof through the date ninety (90) days following the Closing Date, the Abbruzzese Family on the one hand, and the Carter Family, on the other hand, shall not be entitled to sell more than fifty-two percent (52%) and forty-eight percent (48%), respectively, of the aggregate number of shares of Common Stock of CAI eligible for sale by the account of Corotoman pursuant to Rule 144(e)(1) under the Securities Act of 1933, as amended, without the prior written consent of the other such party. From the date hereof through ninety (90) days following the Closing Date, JEA shall promptly cause CAI to notify HEC when the trading window is open for affiliates of CAI. . CHARITABLE OBLIGATIONS. The obligations of The Corotoman Foundation, Inc. shall have been cancelled prior to the Closing Date. SECTION II REPRESENTATIONS AND WARRANTIES . GENERAL. Each party hereby represents and warrants to each of the other parties as of the Closing Date as follows: . AUTHORITY. Such party has full power and authority to enter into this Agreement and the other documents contemplated hereby and to perform such party=s obligations hereunder and thereunder. . VALID EXECUTION AND DELIVERY. This Agreement has been, and the other documents contemplated hereby required to be delivered by such party will be, duly and validly executed and delivered by such party. . LEGAL, VALID AND BINDING OBLIGATION. This Agreement constitutes, and the documents contemplated hereby required to be delivered by such party when executed and delivered will constitute, the legal, valid and binding obligations of such party, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors= rights generally from time to time in effect and to general equitable principles. . CERTAIN PARTIES. As of the Closing Date, each of the entities transferring assets or property in connection with the Reorganization hereby represents and warrants to each of the parties receiving assets or property, whether directly or through another party, as follows: . CONSENTS. Other than as set forth on SCHEDULE I hereto, the execution, delivery and performance of this Agreement by such party and the other documents contemplated hereby do not require the approval or consent of any third party. . GOOD TITLE. Other than as set forth on SCHEDULE J hereto, such party has, and will transfer on the Closing Date, good title to any and all stock or investment interests to be transferred by, or redeemed from, such party as a result of this Agreement, free and clear of all liens, charges, pledges, claims, agreements and encumbrances of any kind. . NO REPRESENTATION. Each party agrees and acknowledges that none of the other parties, nor any of their respective directors, officers, employees, members or agents, nor any of their respective counsel or representatives makes any representation as to (i) the value of any stock or investment interests and related rights transferred or redeemed as a result of this Agreement, or (ii) the operations of any of the investments of any Corotoman Group Company in the companies listed on SCHEDULE K hereto. . REPRESENTATIONS OF JEA. JEA hereby represents and warrants to the Carter Family as of the Closing Date as follows: . FINANCIAL STATEMENTS. The Corotoman Group Companies have provided to the Carter Family true and complete copies of the unaudited financial statements of such entities for the preceding three (3) years and unaudited interim financial statements (the "Financial Statements") through the date hereof which are in accordance with the books and records of such entities, are consistent with past practice (other than showing cash versus accruals) and, taken as a whole, present fairly the financial condition and results of operation and cash flows as of the dates and for the periods set forth therein. . LIABILITIES. The Corotoman Group Companies have, except as disclosed on SCHEDULES F1, G and J hereto or otherwise described to the Carter Family in writing, only the liabilities disclosed on the Financial Statements and have no other material liabilities, actual or contingent, of any kind or nature whatsoever, other than liabilities arising in the ordinary course of business. Except as set forth in PARAGRAPHS 2, 4, 5 AND 6 of SCHEDULE J with respect to HEC, no such liabilities are assessable to HEC, or CEC, as individual members of the Carter Family. . COROTOMAN TAX RETURNS; TAXES. Corotoman has filed all tax returns that it was required to file through the date hereof. All such tax returns were correct and complete in all respects. All taxes owed by Corotoman (whether or not shown on any tax return) have been timely paid. Corotoman is not currently the beneficiary of any extension of time within which to file any tax return. Corotoman has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party. . CAI STOCK SALES. Corotoman has provided to the Carter Family a true and complete record of all sales of CAI common stock held in its name from its inception through the date hereof. . ACCURACY OF INFORMATION. Except as otherwise disclosed to the Carter Family, no statement made by JEA or any of the Corotoman Group Companies, including in any schedule or exhibit attached hereto, contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or therein, taken as a whole, not misleading. . NO TRANSACTIONS CONTEMPLATED. None of JEA, Corotoman, Banyan, Cypress or Haig is currently participating in any transaction for the sale, gift, disposition or transfer of any of its assets, except in the ordinary course of business, nor does there exist any binding agreement for the same. . TRANSACTIONS WITH AFFILIATES. JEA and the Corotoman Group Companies have disclosed to the Carter Family all current and pre-existing transactions of each of the Corotoman Group Companies with their respective Affiliates. For purposes of this Agreement, "Affiliate" means, with respect to any Corotoman Group Company, a person, partnership, joint venture, association, corporation, limited liability company, trust or other entity that directly controls, is controlled by or is under common control with such Corotoman Group Company. . CAPITALIZATION. To the best of JEA=s knowledge, based on reasonable investigation, (i) the capitalization of each of the investment interests distributed to the Carter Family pursuant to this Agreement is as set forth on SCHEDULE K, and (ii) the current capital structure of each of the Corotoman Group Companies, Wave Air, Aquatic Development Group, Inc. ("ADG"), Haig Partners (I) L.L.C., Crest Partners (I) LLC ("Crest Partners"), Crest Funding Partners, L.P. ("Crest Funding"), Crest International Holdings LLC ("Crest International"), Crest Participating Pool LLC ("Participating Pool"), The CableShoppe, Inc. ("CableShoppe"), Corgast, L.L.P. ("Corgast") and TelQuest Systems, Inc. is as set forth on SCHEDULE K. SECTION III CONFIDENTIALITY Each party hereto agrees that such party shall, prior to and after the Closing Date, maintain the Confidential Information (as defined below) of each other party hereto in confidence and shall not disclose, nor cause to be disclosed, to any third party any Confidential Information of any other party without the prior written consent of such party, except disclosure may be made to the counsel, accountants and professional advisors of a party, provided they have been informed of the confidential nature of the proprietary information and have agreed to treat it as confidential and except as may be required pursuant to a valid court order or subpoena, by federal, state or local tax authorities, to comply with applicable federal and state securities laws or to enforce the provisions hereof. Each party will also take reasonable precautions to prevent the inadvertent exposure of Confidential Information to unauthorized persons or entities. As used herein, "Confidential Information" shall mean (i) for all parties hereto, EXHIBITS A, B and D of, and SCHEDULES D, F1, G, H and J to this Agreement and any information regarding Celerity Partners I, L.P., (ii) for the Abbruzzese Family and the Corotoman Group Companies, any information regarding Crest International, Crest Partners, Crest Funding, Participating Pool, CableShoppe, ADG, or Corgast and any personal financial information regarding JEA, and (iii) for the Carter Family, any information regarding Horus Therapeutics, Inc., British American, LLC or Laurel Lake, L.L.C., SCHEDULE F2 and any personal financial information regarding HEC or CEC. Each party hereto further agrees to recognize any outstanding or future confidentiality obligations with regard to Wave International, Inc. and Wave Transnational, L.L.C. "Confidential Information" shall not include information that (w) has become generally known to the public without breach of any obligation of confidentiality of any party hereto or any third party; (x) is communicated to a third party with the express written consent of the disclosing party; (y) is communicated to a party with respect to a business they will keep; or (z) was independently developed by a party or was acquired by such party from a third party (except if developed or acquired in such party=s fiduciary representative capacity in connection with any other party). SECTION IV CLOSING . RELEASE. Each party hereto agrees to execute and exchange, on the Closing Date, mutually satisfactory general releases, in the form attached as EXHIBIT D hereto (the "Release"), in favor of all parties, and all directors, officers, employees and members of the parties; PROVIDED, HOWEVER, that nothing contained in this Agreement or in any document referred to herein or executed in connection with the transactions contemplated hereby (including, without limitation, the Release) shall release, remise, compromise, waive or discharge or be deemed to constitute a release, discharge, waiver or compromise by any party of, or otherwise impact or affect in any way, any claim which any party ever had, now has or may have against any attorneys or legal representatives in connection with services rendered in such capacity to any of the parties hereto. . TIME AND PLACE. The closing of the transactions contemplated hereby shall occur on the date hereof (the "Closing Date"), and shall take place at the offices of Day, Berry & Howard, or at such other place and such other time as the parties may mutually agree. . CONDITIONS TO CLOSING. The parties shall be obligated to consummate each of the transactions contemplated by this Agreement, subject to the following conditions with respect to each such transaction; PROVIDED, HOWEVER, that the failure of a party to satisfy the respective conditions set forth below shall not relieve such party from its obligation to consummate the transactions contemplated by this Agreement: . Obtaining the required consents or approvals set forth, or required to be set forth, on SCHEDULE I hereto; . The execution and delivery by applicable third parties of all other documents contemplated hereby as set forth on SCHEDULE L hereto; . The performance and compliance by the parties with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or on the Closing Date; and . The representations and warranties in SECTION II of this Agreement of each of the parties shall be true and correct on the Closing Date. . CLOSING DELIVERIES. The applicable parties shall deliver the following at the closing of the transactions contemplated by this Agreement: . The execution and delivery of the Cypress Operating Agreement, the Banyan Operating Agreement and the mutual Releases, each in the form attached as an exhibit hereto. . The resignation of HEC, CEC and any other Carter family member from any office in any of the Corotoman Group Companies; . The execution and delivery of all other documents contemplated hereby as set forth on SCHEDULE L hereto; . The transfer of all books, records and files relating to all investment interests distributed to any member of the Carter Family; and . The balance sheet of Corotoman as of the Closing Date, a copy of which is attached hereto as EXHIBIT E. SECTION V MISCELLANEOUS . NOTICES. Any notices necessary or required hereunder shall be in writing and shall be given to the parties by hand, by nationally recognized overnight courier service, by Express, registered or certified mail, postage prepaid, return receipt requested, at the addresses set forth below or by facsimile. If to HEC or Looscaunagh: 492 Mariomi Road New Canaan, Connecticut 06840 Fax No.: 203-966-4365 If to CEC or Glacier: 3 Carriage Hill Drive Latham, New York 12110 Fax No.: 518-783-0805 If to JEA or Bazaguma: 59 Old Niskayuna Road Loudonville, New York 12211 Fax No.: 518-436-6755 If to JHA: c/o Hill Street Cafe 180 Madison Avenue Albany, New York 12202 If to Wave Investments, Wave Air or the Corotoman Group Companies: 18 Corporate Woods Boulevard, Third Floor Albany, New York 12211 Fax No.: 518-465-1998 If to the Carter Family Trust: c/o Day, Berry & Howard One Canterbury Green Stamford, Connecticut 06901 Fax No.: 203-977-7301 Attn: Robert J. Miller, Esq. John E. Carter c/o Newport Partners 405 North Reo Street, Suite 160 Tampa, Florida 33609 Fax No.: 813-287-0397 If to the Abbruzzese Family Trust: c/o Day, Berry & Howard One Canterbury Green Stamford, Connecticut 06901 Fax No.: 203-977-7301 Attn: Sabino Rodriguez, III, Esq. Any notice to HEC, CEC, Glacier, Looscaunagh or the Carter Family Trust shall be copied to: Hale and Dorr LLP 60 State Street, 31st Floor Boston, Massachusetts 02109 Fax No.: 617-526-5000 Attn: Jeffrey N. Carp, Esq. Any notice to HEC, Looscaunagh or the Carter Family Trust shall also be copied to: Charles E. Carter 3 Carriage Hill Drive Latham, New York 12110 Fax No.: 518-783-0805 Any notice to JEA, JHA, Bazaguma, Wave Investments, the Abbruzzese Family Trust or Wave Air shall be copied to: Debevoise & Plimpton 875 Third Avenue New York, New York 10022 Fax No.: 212-909-6836 Attn: Steven Ostner, Esq. Any notice to the Corotoman Group Companies shall be copied to: Day, Berry & Howard One Canterbury Green Stamford, Connecticut 06901 Fax No.: 203-977-7301 Attn: Sabino Rodriguez, III, Esq. Notices shall be deemed to have been received upon the date of delivery, if delivered by hand; one (1) day following the date of deposit with any nationally recognized overnight courier service or with the U.S. Postal Service as Express mail; three (3) days following the date of deposit with the U.S. Postal Service as registered or certified mail, postage prepaid; and when confirmed in writing, if delivered by facsimile, whether by manual or electronic re-transmission receipt, by the party for whom transmission is intended. Any party may change its notice address by written notice to the other parties. . SURVIVAL. The representations and warranties set forth in SECTION II hereof shall expire upon the closing of the Reorganization and each party agrees that it shall not bring any action, suit, proceeding or claim based upon or in respect of any such representation or warranty. . FURTHER ASSURANCES; ADDITIONAL DOCUMENTS. The parties shall take such action and shall execute, or cause to be executed, such additional documents before, on or after the applicable Closing Date, including without limitation those documents set forth on SCHEDULE L hereto, as may be necessary or desirable to effectuate the terms of this Agreement or to otherwise evidence the transactions contemplated hereby. . INTENTION TO BE BINDING. This Agreement is intended to be a legal and valid agreement, binding upon the parties in accordance with its terms. . BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties, any members, stockholders, directors thereof, and their respective heirs, executors, administrators, successors and assigns. . COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which need not contain the signatures of all of the parties, but all of which taken together shall constitute one agreement. . GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflicts of law rules. . AMENDMENT. This Agreement may be changed, modified or amended from time to time only in a writing signed by the parties. . WAIVER. No waiver of any provision of this Agreement or any breach hereunder shall be deemed a waiver of any other provision or subsequent breach, nor shall any such waiver constitute a continuing waiver. A waiver shall be effective only if in writing and signed by the waiving party. . GENDER. All nouns, pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. . ENTIRE AGREEMENT. This Agreement, together with all Schedules hereto and all other documents contemplated hereby, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior and contemporaneous oral and written understandings between the parties. . SEVERABILITY. If any part of this Agreement, or the application thereof to any person or circumstance, is held for any reason invalid or unenforceable by a court of competent jurisdiction, it shall be deemed severable, and the validity of the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby. . LEGAL FEES. Except as provided in SUBPARAGRAPH 5.D.II. of SECTION I above, the Principal Parties shall pay their own fees and expenses, including all fees of counsel or other advisors in connection with the Reorganization. None of the Principal Parties shall be entitled to reimbursement from any of the Corotoman Group Companies for any such fees or expenses, including without limitation any fees or expenses incurred in connection with the negotiation or execution of this Agreement or any due diligence or other costs related to or arising out of the Reorganization contemplated hereby. Without limiting the generality of the foregoing, the Carter Family shall not be responsible for any fees to Day, Berry & Howard in excess of thirty thousand dollars ($30,000), as set forth in SECTION I, SUBPARAGRAPH 5.D.II. above. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. /s/ Hope E. Carter /s/ Charles E. Carter /s/ Jared E. Abbruzzese /s/ Joseph H. Abbruzzese LOOSCAUNAGH INVESTMENTS L.L.C. By: /S/ Charles E. Carter An Authorized Member GLACIER CAPITAL L.L.C. By: /S/ Charles E. Carter An Authorized Member JARED E. AND SHERRIE G. ABBRUZZESE TRUST, DATED NOVEMBER 15, 1993 By: /S/ Sabino Rodriguez, III, as co-Trustee By: /S/ Joseph H. Abbruzzese, as co-Trustee BAZAGUMA LIMITED PARTNERSHIP By: Niskayuna Management, Inc. Its General Partner By: /S/ Sherrie G. Abbruzzese President WAVE INVESTMENTS, L.L.C. By: /S/ Jared E. Abbruzzese Its Managing Member WAVE AIR, INC. By: /S/ Jared E. Abbruzzese President THE COROTOMAN COMPANY, L.L.C.; CYPRESS CAPITAL L.L.C.; BANYAN INVESTMENTS L.L.C.. By: /S/ Jared E. Abbruzzese Their Managing Member HAIG CAPITAL L.L.C. By: The Corotoman Company, L.L.C. Its Managing Member By: /S/ Jared E. Abbruzzese An Authorized Member IRREVOCABLE TRUST FOR DESCENDANTS OF HOPE ELLIOT CARTER, DATED NOVEMBER 12, 1993 By: /S/ Robert J. Miller, as co-Trustee By: /S/ John E. Carter, as co-Trustee -----END PRIVACY-ENHANCED MESSAGE-----