STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Purchase Agreement (the “Agreement”) made this 30th day of December, 2009,
by and between Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxxxx (referred to hereinafter
singly as a "Seller" and collectively as the “Sellers”), on the one hand, and
Golden Gate Homes, Inc., a Delaware corporation (“Purchaser), on the other hand,
setting forth the terms and conditions upon which the Sellers will sell to
Purchaser an aggregate of 123,210,688 shares (the “Shares”) of JK Acquisition
Corp. (“JK Acquisition”) common stock (the “Common Stock”), personally owned by
Sellers.
In
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WITNESSETH:
WHEREAS,
each Seller desires to sell to Purchaser, and Purchaser desires to purchase from
each Seller, the number of Shares set forth opposite such Shareholder's name on
Schedule I hereto, which Shares constitute approximately 96.5% of the
outstanding shares of Common Stock; and
WHEREAS,
Sellers and Purchaser desire to memorialize in writing the terms, provisions and
conditions of the sale and purchase of the Shares and certain other matters
relating thereto;
NOW
THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein and other good and valuable consideration, the
parties herewith agree as follows:
ARTICLE
I
SALE
OF SECURITIES
1.01 Sale. Subject
to the terms and conditions of this Agreement, each of the Sellers agree to sell
to Purchaser, and Purchaser agree to purchase from each Seller, the number of
Shares set forth opposite such Seller’s name on Schedule I hereto in
consideration of the purchase price also set forth opposite such Seller’s name
on Schedule I hereto (referred to hereinafter singly as a " Purchase Price" and
collectively as the “Purchase Prices”). This is a private transaction
between the Sellers and Purchaser. Upon delivery of the Purchase
Price by Purchaser, Purchaser shall be deemed to have satisfied its obligations
hereunder with respect to the payment of the Purchase Price, and Purchaser shall
have no liability to either of Sellers, or any other person with respect to the
making of such payment.
1.02 Pre-Closing
Obligations. (a) It is understood that all filings with the
SEC are displayed on XXXXX and that those filing reveal all material information
pertaining to JK Acquisition and that there have been no material changes in JK
Acquisition and no changes in issued stock since the most recent filings,
including, without limitation, JK Acquisition’s Current Report on Form 8-K filed
near the end of December 2009 reporting on the conversion by Sellers of two
convertible promissory notes made payable by JK Acquisition to
them. In addition, after signing this Agreement and prior to the
Closing Date, in doing due diligence by the Purchaser, if material information
is revealed that the Purchaser had not been previously made aware of that
changes the structure and intent of this Agreement and the transaction, that the
Sellers cannot correct, the Purchaser may cancel this Agreement. The
Purchaser will notify the Sellers of the subject of concern and its intention to
cancel this Agreement, in writing in accordance with Section 6.09
hereof.
(b) Immediately,
upon the execution of this Agreement, Sellers will forward by overnight
delivery, or by email, for review by the Purchaser, a due diligence package
which will include copies of original documents of JK Acquisition which the
Purchaser might request, including, but not limited to, articles, bylaws,
minutes, contracts or agreements, if any, financial statements and shareholder
list and any other documents that are available and requested by the
Purchaser.
(c) Purchaser
will provide Sellers information as requested by the Sellers concerning the
Purchaser, including information on its officers and
directors. Sellers may cancel this Agreement at any time prior to
Closing contingent upon the return of any and all due diligence documentation
provided by Sellers.
(d) It
is further agreed that if the full amounts of the Purchase Prices for the
Shares are not paid in full on or before January 15, 2010, unless an
extension of time is agreed to in writing by both parties, the Sellers, may, at
their discretion, cancel this Agreement.
ARTICLE
II
REPRESENTATIONS,
WARRANTIES AND COVENANTS
The
Sellers hereby represent, warrant and covenant to the Purchaser the
following:
2.01 Organization. JK
Acquisition is a Delaware corporation duly organized, validly existing, and in
good standing under the laws of that state, has all necessary corporate powers
to own properties and carry on a business, and is duly qualified to do business
and is in good standing in the state of Delaware and all other states in which
it conducts business. All actions taken by the incorporators,
directors and/or shareholders of JK Acquisition have been valid and in
accordance with the laws of the state of Delaware. JK
Acquisition is a reporting company as described by the Securities and Exchange
Commission (the SEC”). JK Acquisition is currently quoted on the
OTCBB. After the purchase of the Shares, the Purchaser shall file the
appropriate filings, if so required, disclosing the acquisition of the Shares by
the Purchaser.
2.02 Capital. The
authorized capital stock of JK Acquisition consists of 600,000,000 shares of
Common Stock, $0.0001 par value, of which exactly 127,697,882 shares of Common
Stock are issued and outstanding, and 1,000,000 shares of Preferred Common
Stock, $0.0001 par value, of which none are issued and
outstanding. All outstanding shares are fully paid and
non-assessable, have not been issued in violation of the preemptive rights of
any person, and are free of liens, encumbrances, options, restrictions and legal
or equitable rights of others not a party to this Agreement. At the
Closing, there will be no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating JK
Acquisition to issue or to transfer from treasury any additional shares of its
capital stock, except as follows (all convertible securities issued in the name
of either Seller or anyone else being heretofore converted or cancelled in
full):
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(a)
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JK
Acquisition has outstanding Redeemable Common Stock Purchase Warrants to
purchase an aggregate of 9,038,889 Shares at $15.00 per
share.
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None of
the outstanding Shares of JK Acquisition are subject to any stock restriction
agreements. There are approximately five shareholders of record of JK
Acquisition plus those in street name. All of such shareholders have valid title
to such Shares and acquired their Shares in a lawful transaction and in
accordance with Delaware corporate law and the applicable securities laws of the
United States.
2.03 Financial
Statements. JK Acquisition is a reporting company under SEC rules
and audited financial statements can be found on XXXXX.
2.04 Filings with Government
Agencies. JK Acquisition is a reporting company and files
annual and quarterly reports with the SEC and is current in all
filings. JK Acquisition has made all filings with the state of
Delaware that might be required and is current in its filings and reporting to
the State. Upon the purchase of the Shares by the Purchaser,
Purchaser will have the full responsibility for filing any and all documents
required by the SEC, and/or any other government agency that may be
required. The Sellers will supply the Purchaser with all information
that is currently available for JK Acquisition. The Purchaser
understands that the Sellers will have no responsibility whatsoever for any
filings made by JK Acquisition in the future, either with the SEC, FINRA or with
the State of Delaware, including, without limitation, an Annual Report on Form
10-K for the year ending December 31, 2009.
It is
agreed that the Sellers will be responsible for all SEC filings required up to
the time of Closing, but Sellers will not be responsible for JK Acquisition’s
Annual Report on Form 10-K for the year ending December 31, 2009 except as
specifically provided in Section 2.18 below. The most recent
Annual Report on Form 10K was filed for the period ending December 31,
2008.
2.05 Liabilities. It is
understood and agreed that the purchase of the Common Stock is predicated on JK
Acquisition not having any liabilities at Closing except as set forth in
Schedule 5.04, and JK Acquisition will not, as of Closing, have any debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise that will not be paid at Closing. Except as provided in this
Agreement, neither Seller is aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving JK Acquisition or its Shares. To the
best of knowledge of the Sellers, there is no dispute of any kind between JK
Acquisition and any third party, and no such dispute will exist at the Closing,
and at the Closing, JK Acquisition will be free from any and all liabilities,
liens, claims and/or commitments.
2.06 Tax
Returns. JK Acquisition has duly and timely filed all federal
returns for the period ended December 31, 2008 that are required to be filed in
any jurisdiction. JK Acquisition is current with the State of
Delaware Franchise tax. As of Closing, there shall be no taxes of any
kind due or owing.
2.07 Ability to Carry Out
Obligations; Consents and Approvals. Each of the Sellers has
full capacity and the right, power, and authority to enter into, and perform his
obligations under this Agreement. The execution and delivery of this
Agreement by each of the Sellers and the performance by each of the Sellers of
his obligations hereunder will not cause, constitute, or conflict with or result
in (a) any breach or violation or any of the provisions of or constitute a
default under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which JK Acquisition
or any of its the officers and directors, or either of the Sellers is a party,
or by which any of them may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would cause JK
Acquisition (and/or assigns) to be liable to any party, or (c) an event that
would result in the creation or imposition of any lien, charge, or encumbrance
on any asset of JK Acquisition or upon the shares of JK Acquisition to be
acquired by the Purchaser. There is no requirement applicable to JK
Acquisition or Sellers to make any filing with, or to obtain any permit,
authorization, consent or approval of, any governmental or regulatory
department, commission, board, bureau, agency, instrumentality, authority or
other third party as a condition to the lawful consummation by the Sellers of
the sale of the Shares pursuant to this Agreement and the resulting change of
control of JK Acquisition,
except that Sellers will be filing with the SEC Form 4’s and amendments to their
respective Schedule 13D’s to disclose the sale of the Shares.
2.08 Contracts, Leases and
Assets. JK Acquisition is not a party to any contract,
agreement or lease (unless such contract, agreement or lease has been assigned
to another party) or JK Acquisition has been released from its obligations
thereunder, other than the normal contract with the Transfer
Agent. No person holds a power of attorney from JK Acquisition or the
Sellers. At the Closing, JK Acquisition will have no assets or
liabilities other than those reflected on Schedule 5.04 hereto.
2.09 Compliance with
Laws. To the best of knowledge of the Xxxxxxx, XX Acquisition
has complied in all material respects with, and is not in violation of any,
federal, state, or local statute, law, and/or regulation
pertaining. To the best of the knowledge of the Xxxxxxx, XX
Acquisition has complied with all federal and state securities laws in
connection with the offer, sale and distribution of its
securities. At the time that JK Acquisition sold Shares to the
Xxxxxxx, XX Acquisition was entitled to use the exemptions provided by the
Securities Act of 1933, as amended (the “Act) relative to the sale of its
Shares. The Shares being sold herein are being sold in a private
transaction between the Sellers and the Purchaser, and the Sellers make no
representation as to whether the Shares are subject to trading restrictions
under the Act and rules thereunder.
2.10 Litigation. To
the best of the knowledge of the Xxxxxxx, XX Acquisition is not a party to any
suit, action, arbitration, or legal, administrative, or other proceeding, or
pending governmental investigation. To the best knowledge of the Sellers, there
is no basis for any such action or proceeding and no such action or proceeding
is threatened against JK Acquisition. JK Acquisition is not a party
to or in default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or
instrumentality.
2.11 Conduct of
Business. Prior to the Closing, JK Acquisition shall conduct
its business in the normal course, and shall not (without the prior written
approval of Purchaser) (i) sell, pledge, or assign any assets, (ii) amend its
Certificate of Incorporation or Bylaws, (iii) declare dividends, redeem or sell
stock or other securities (iv) incur any liabilities not in the ordinary course
of business, (v) acquire or dispose of any assets, or enter into any contract,
guarantee obligations of any third party, or (vi) enter into any other
transaction not in the ordinary course of business.
2.12 Corporate
Documents. Each of the following documents, which shall be
true, complete and correct in all material respects, will be submitted at the
Closing:
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(i)
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Certificate
of Incorporation (certified copy, dated as of a recent date) and all
amendments thereto;
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(ii)
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Bylaws
and all amendments thereto;
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(iii)
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Minutes
and Consents of Shareholders, if
any;
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(iv)
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Minutes
and Consents of the board of
directors;
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(v)
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List
of officers and directors;
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(vi)
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Certificate
of Good Standing from the Secretary of State of Delaware, dated as of a
recent date.
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(vii)
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Current
Shareholder list from the transfer agent of JK Acquisition, and stock
register and stock certificate records, if any, of JK
Acquisition;
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2.13 Closing
Documents. All minutes, consents or other documents pertaining
to JK Acquisition to be delivered at the Closing shall be valid and in
accordance with the laws of Delaware.
2.14 Title. Each
Seller has good and marketable title to all of the Shares being sold by him to
the Purchaser pursuant to this Agreement. The Shares will be, at the
Closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind, except for restrictions on
transfer imposed by federal and state securities laws. None of the
Shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar instrument with
respect to such Shares. Neither of the Sellers is a party to any
agreement which offers or grants to any person the right to purchase or acquire
any of the Shares. There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the purchase of the Shares by
Purchaser (and/or assigns) impair, restrict or delay voting rights with respect
to the Shares.
2.15 Transfer of
Shares. The Sellers will have the responsibility for sending
all certificates representing the shares being purchased, along with the proper
Stock Powers with Signature Guarantees acceptable to the Transfer Agent for
delivery to the Purchaser.
The
Purchaser will have the responsibility of sending the certificates, along with
stock powers to the transfer agent for JK Acquisition to have the certificates
changed into its name and the Purchaser shall be responsible for all costs
involved in such changes and in mailing new certificates to it.
2.16 Commissions. Sellers,
on the one hand, and Purchasers, on the other hand, each represent and warrant
to the other that no broker, finder or other person is entitled to any brokerage
fees, commissions or finder’s fees in connection with the transactions
contemplated hereby by reason of any action taken by the party making such
representation.
2.17 Representations. All
representations shall be true as of the Closing and all such representations
shall survive the Closing.
2.18 Covenants of
Sellers. Sellers hereby covenant that they will provide the
Purchaser with assistance in the preparation of the disclosure for the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section required for JK Acquisition's Annual Report on Form 10-K for
the year ending December 31, 2009, and will make themselves available to answer
questions relating to the preparation of the remaining sections of such Annual
Report on Form 10-K.
ARTICLE
III
CLOSING
3.01 Closing for the Purchase of
Common Stock. The Closing (the “Closing”) of this transaction
for the Shares of Common Stock being purchased will occur when all of the
documents and consideration described in Paragraphs 2.12 above and in 3.02
below, have been delivered, or other arrangements made and agreed
to.
3.02 Documents and Payments to be
Delivered at Closing of the Common Stock Purchase. As part of
the Closing of the purchase of the Shares, those documents listed in 2.12 of
this Agreement, as well as the following documents, in form reasonably
acceptable to counsel to the parties, shall be delivered:
(a) By
the Sellers:
(i) stock
certificate or certificates, along with stock powers with signature guarantees
acceptable to the transfer agent of JK Acquisition, representing all of the
Sellers’ shares, endorsed in favor of the name or names as designated by
Purchaser or left blank;
(ii) resignation
letters of all officers of JK Acquisition and a resignation letter of Xxxxx X.
Xxxxxx from his seat on JK Acquisition’s Board of Directors;
(iii) the
appointment of a new President, Secretary and Treasurer of JK Acquisition, as
designated by Purchaser, by JK Acquisition’s Board of Directors. Purchaser will
provide the Sellers the resolution of the new appointments before the
Closing;
(iv) the
appointment of a new director of JK Acquisition as designated by the
Purchaser to fill the vacancy created by the resignation of Xxxxx X. Xxxxxx from
his seat on the same. Xxxxx X. Xxxxxxxxxxx agrees to
continue to serve as a director of JK Acquisition until JK Acquisition is able
to comply with Section 14(f) of and Rule 14f-1 under the Securities Exchange Act
of 1934 in connection with the re-composition of JK Acquisition’s Board of
Directors. Purchaser agrees to use its best reasonable efforts to
comply with the preceding Section and Rule as soon as possible after the
Closing, consistent with other corporate objectives, such as changing JK
Acquisition’s corporate name and effecting a reverse stock
split. Xxxxx X. Xxxxxxxxxxx agrees to resign from JK Acquisition’s
Board of Directors after the completion of such compliance;
(v) the
approval of the sale and purchase of the Shares of Common Stock sold and
purchased pursuant hereto by JK Acquisition’s Board of Directors for purposes of
Section 203 of the Delaware General Corporation Law;
(vi) true
and correct copies of all of the business and corporate records of JK
Acquisition, including but not limited to correspondence files, bank statements,
checkbooks, savings account books, minutes of shareholder and directors meetings
or consents, financial statements, shareholder listings, stock transfer records,
agreements and contracts that exist; and
(vii) such
other documents of JK Acquisition as may be reasonably required by Purchaser, if
available.
(b) By
Purchaser:
(i)
wire transfer to Sellers of the full payment of the Purchase Prices for the
Shares being purchased.
ARTICLE
IV
INVESTMENT
INTENT
4.01 Transfer
Restrictions. Purchaser (and/or its assigns) agrees that the
securities being acquired pursuant to this Agreement may be sold, pledged,
assigned, hypothecated or otherwise transferred, with or without consideration
(“Transfer”) only pursuant to an effective registration statement under the Act
, or pursuant to an exemption from registration under the Act.
4.02 Investment
Intent. The Purchaser is acquiring the Shares for its own
account for investment, and not with a view toward distribution
thereof.
4.03 No
Advertisement. The Purchaser acknowledges that the Shares have
been offered to it in direct communication between it and Sellers, and not
through any advertisement of any kind.
4.04 Knowledge and
Experience. (a) The Purchaser acknowledges that it has been
encouraged to seek its own legal and financial counsel to assist it in
evaluating this purchase. The Purchaser acknowledges that Sellers have given it
and its counselors access to all information relating to JK Acquisition’s
business that they or any one of them have requested. The Purchaser acknowledges
that it has sufficient business and financial experience, and knowledge
concerning the affairs and conditions of JK Acquisition so that it can make a
reasoned decision as to this purchase of the Shares and is capable of evaluating
the merits and risks of this purchase.
4.05 Restrictions on
Transferability. The Purchaser is aware of the restrictions of
transferability of the Shares and further understands the certificates shall
bear the following legend.
(a) THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D
UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT
OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT
TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
(b) The
Purchaser understands that the Shares may only be disposed of pursuant to either
(i) an effective registration statement under the Act, or (ii) an exemption from
the registration requirements of the Act.
(c) JK
Acquisition and/or Sellers has neither filed such a registration statement with
the SEC or any state authorities nor agreed to do so, nor contemplates doing so
in the future for the shares being purchased, and in the absence of such a
registration statement or exemption, the Purchaser may have to hold the Shares
indefinitely and may be unable to liquidate them in case of an
emergency.
ARTICLE
V
REMEDIES
5.01
Arbitration. Any
controversy of claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in accordance with the Rules of the U.S. Arbitration Association then existing,
and judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.
5.02 Termination. In
addition to any other remedies, the Purchaser may terminate this Agreement, if
at the Closing, the Sellers have failed to comply with all material terms of
this Agreement, have failed to supply any documents required by this Agreement
unless they do not exist, or have failed to disclose any material facts which
could have a substantial effect on any part of this transaction.
5.03 General
Indemnification. From and after the Closing, Sellers, on
the one hand, and Purchaser, on the other hand, agree to indemnify the other
against all actual losses, damages and expenses caused by (i) any material
breach of this Agreement by the indemnifying party or any material
misrepresentation contained herein made by the indemnifying party, or (ii) any
misstatement by the indemnifying party of a material fact or omission by the
indemnifying party to state a material fact required to be stated herein or
necessary to make the statements herein not misleading.
5.04 Sellers’ Special
Indemnification. From and after the Closing, Sellers
agree to indemnify Purchaser against all actual losses, damages and expenses
caused by any of the matters described on Schedule 5.04 hereto.
5.05 Indemnification
Non-Exclusive. The foregoing indemnification provisions are in
addition to, and not derogation of any statutory, equitable or common law remedy
any party may have for breach of representation, warranty, covenant or
agreement.
ARTICLE
VI
MISCELLANEOUS
6.01 Captions and
Headings. The article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
6.02 No Oral
Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non
Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
6.04 Time of
Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire
Agreement. This Agreement, including any and all attachments
hereto, if any, contain the entire Agreement and understanding between the
parties hereto, and supersede all prior agreements and
understandings.
6.06 Partial
Invalidity. In the event that any condition, covenant or other
provision of this Agreement is held to be invalid or void by any court of
competent jurisdiction, it shall be deemed severable from the remainder of this
Agreement and shall in no way affect any other condition, covenant or other
provision of this Agreement. If such condition, covenant or other provision is
held to be invalid due to its scope or breadth, it is agreed that it shall be
deemed to remain valid to the extent permitted by law.
6.07 [INTENTIONALLY
OMITTED]
6.09 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable
to all parties.
6.09 Notices. All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly
addressed. For purposes of this Agreement, the addresses of the
parties hereto shall be the addresses as set forth on the signature pages of
this Agreement until a party subsequently notifies all other parties in writing
of a change of address.
6.10 Binding
Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.11 Effect of
Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the Closing and shall survive the Closing of this
Agreement.
6.12 Mutual
Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
In
witness whereof, this Agreement has been duly executed by the parties hereto as
of the date first above written.
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"SELLERS"
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"PURCHASER"
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Golden
Gate Homes, Inc.,
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a
Delaware corporation
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By:
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Xxxxx
X. Xxxxxx
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Name
Printed:
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Title:
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Address:
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0000
Xxxxx Xxxxxxx, Xxxxx 000
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Xxxxxxx,
Xxxxx 00000
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Address:
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000
Xxxxxxxx Xxx, Xxxxx 000
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Xxxx,
Xxxxxxxxxx 00000
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Xxxxx
X. Xxxxxxxxxxx
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Address:
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#0
Xxxxxxxx
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Xxxxxxx,
Xxxxx 00000
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SCHEDULE
I
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Name of Seller
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Number
of Shares
to be Sold
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Purchase
Price
to be Received
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Xxxxx
X. Xxxxxx
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67,738,379
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$171,875
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Xxxxx
X. Xxxxxxxxxxx
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55,472,309
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$140,625
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