EXHIBIT 10.72
ATM SERVICE, LTD.
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this "AGREEMENT") is made, as of the 30th day
of September, 2000, by and among XXXXXX X. XXXXXXXXX ("XXXXXXXXX"); XXXX X. XXXX
("XXXX"); WORLDWIDE WEB NETWORX CORPORATION, a Delaware corporation ("WWWX");
and ATM SERVICE, LTD., a New York corporation (the "COMPANY"). Xxxxxxxxx, Xxxx
and WWWX are sometimes hereinafter referred to collectively as the
"SHAREHOLDERS," Xxxxxxxxx, Xxxx, WWWX and the Company are sometimes hereinafter
referred to collectively as the "PARTIES," and Xxxxxxxxx and Levi are sometimes
hereinafter referred to collectively as the "INDIVIDUAL SHAREHOLDERS."
BACKGROUND
The Parties are entering into this Agreement to govern the business and
affairs of the Company.
ARTICLE I
OWNERSHIP
SECTION 1.1 SHAREHOLDINGS. The Parties presently own the following number
of shares of the Company's common stock and percentages of the Company's total
issued and outstanding shares of capital stock:
Shareholder Number of Shares % of Capital Stock
----------- ---------------- ------------------
Xxxxxxxxx 360 23.68%
Levi 120 7.89%
WWWX 1040 68.43%
SECTION 1.2 FUTURE DILUTION. The Parties recognize and agree that their
percentage of ownership interests will be diluted by future share issuances to
raise funds for the Company and as necessary in joint ventures, strategic
alliances, acquisitions and similar transactions and for other proper business
purposes and objectives. It is contemplated that there may be also be one or
more rounds of private share offerings followed by on or more rounds of public
share offerings.
ARTICLE II
MANAGEMENT
SECTION 2.1 MANAGEMENT BY BOARD OF DIRECTORS. The Company will be managed
by a 5-member Board of Directors (the "BOARD OF DIRECTORS") which shall be
appointed as follows:
-1-
(a) 1 director appointed by Xxxxxxxxx;
(b) 1 director appointed by Levi; and
(c) 3 directors appointed by WWWX.
SECTION 2.2 ACTIONS REQUIRING APPROVAL OF THE BOARD OF DIRECTORS. The
following actions by the Company will require approval of the Board of
Directors:
(a) Amend, alter or repeal any of the provisions of the Certificate of
Incorporation, or the Bylaws of the Company;
(b) Authorize or create, or increase the number of authorized shares of
any stock of any class, or any security convertible into stock of
any class;
(c) Adopt and implement any strategic and operating plan that materially
changes the business of the Company or that involves the entry of
the Company into a business not currently conducted by the Company;
(d) Make or commit to make any capital expenditures of amounts exceeding
in the aggregate 20% of the Company's net worth;
(e) Reorganize, recapitalize, sell stock, register its stock under the
U. S. Federal Securities Laws, tender, offer or sell, convey, or
otherwise dispose of or encumber all or substantially all of its
property or business or merge into or consolidate with any other
corporation (other than a wholly owned subsidiary corporation) or
effect any transaction or series of related transactions in which
more than 50% of the voting power of the Company is disposed of;
(f) Redeem, purchase or otherwise acquire, directly or indirectly any
shares of the Company's capital stock or any option, warrant or
other right to purchase or acquire any such shares;
(g) Grant or issue any stock options or other convertible securities at
below fair market value on the date of grant;
(h) Declare or pay any dividend or other distribution (whether in cash,
stock or other property) with respect to the Company's capital
stock;
(i) Except in the ordinary course of the Company's business, voluntarily
sell, transfer, surrender, abandon or dispose of any of its assets
or property rights (tangible or intangible);
(j) Except in the ordinary course of the Company's business, grant or
make any mortgage or pledge or subject the Company or any of its
properties or assets to any lien, charge or encumbrance of any kind,
except liens for taxes not currently due;
-2-
(k) Create, incur, or assume any liability or indebtedness, except in
the ordinary course of business consistent with past practices, but
in no event in an aggregate amount exceeding 40% of the Company's
net worth;
(l) Except in the ordinary course of the Company's business, become
subject to any guaranty;
(m) Grant any increase in the compensation payable or to become payable
to directors or officers (including, without limitation, any such
increase pursuant to any bonus, pension, profit-sharing, incentive
option or other plan or commitment) that is 25% greater than the
prior year;
(n) Alter the manner of keeping its books, accounts or records, or
change in any manner the accounting practices therein reflected; and
(o) Enter into any commitment or transaction other than in the ordinary
course of business.
SECTION 2.3 OFFICERS. The officers of the Company shall be appointed by
the Board of Directors in accordance with the By-Laws of the Company, and shall
initially be as follows:
(a) Xxxxxxxxx as Chairman and Chief Executive Officer; and
(b) Levi, as President and Chief Operating Officer.
ARTICLE III
DISTRIBUTIONS
SECTION 3.1 DISTRIBUTIONS. There will be no guaranteed distributions. On
an annual basis, the Board of Directors will determine if there will be any
distributions or dividends in light of the then current business and affairs of
the Company. Any distributions (if any, including without limitation bonus or
stock option) or dividends will be pro rata with shareholdings.
ARTICLE IV
RESTRICTIONS OF TRANSFER
SECTION 4.1 LOCK-UP. No Shareholder may sell or transfer its or his
shares, except in accordance with this ARTICLE IV.
SECTION 4.2 NO RIGHT TO ENCUMBER SHARES. No Shareholder may encumber his
or its shares without the unanimous consent of the Board of Directors.
-3-
SECTION 4.3 PERMITTED TRANSFEREES. Any Shareholder may transfer shares to
a subsidiary or affiliate of such Shareholder or to a trust, corporation,
limited liability company or partnership controlled by, or for the benefit of,
such Shareholder or any spouse or issue of such Shareholder, subject to SECTION
8.6; PROVIDED, HOWEVER, that the transferee will be subject to all the terms and
conditions of this Agreement in the same manner and to the same extent as the
transferring Shareholder had the transfer not occurred.
SECTION 4.4 PUT RIGHTS.
(a) In the event of the death of an Individual Shareholder, the Company
shall, upon the request of the deceased Shareholder's personal representative,
repurchase from the deceased Shareholder's estate such number of shares as will
enable such Shareholder's estate to pay any estate taxes associated with such
Shareholder's shares (the "ESTATE TAXES"), unless the provisions of SECTION
4.4(e) are applicable or unless, in the reasonable judgment of the Company's
Board of Directors, the purchase of such shares would jeopardize the financial
integrity or successful operation of the Company. If, in the reasonable judgment
of the Company's Board of Directors, the purchase of such number of shares as
will enable such Shareholder's estate to pay the Estate Taxes would jeopardize
the financial integrity or successful operation of the Company, then the Company
shall only be required to purchase from the deceased Shareholder's estate the
greater of (i) such number of shares as shall have a purchase price, determined
in accordance with the provisions of the following SECTION 4.4(b), equal to the
proceeds received from the life insurance policy on the life of the deceased
Shareholder purchased by the Company pursuant to SECTION 4.4(c), in any (the
"INSURANCE PROCEEDS") or (ii) such number of shares, if any, as shall not, in
the reasonable judgment of the Company's Board of Directors, jeopardize the
financial integrity or successful operation of the Company.
(b) The purchase price for the shares purchased by the Company from a
deceased Shareholder's estate pursuant to SECTION 4.4(a), if any, shall be the
fair market value of such shares as of a date 60 days following the date of
death, which shall be agreed upon by the Board of the Directors of the Company
and the deceased Shareholder's personal representative or determined by an
independent appraiser selected by the Board of the Directors of the Company and
the deceased Shareholder's personal representative within 120 days of such
Shareholder's death and is referred to hereafter as the "BUYOUT PRICE".
(c) The Company may purchase life insurance on each Individual Shareholder
in such amount as may be determined by the Board of Directors.
(d) The Company shall pay to the deceased Shareholder's estate the
Insurance Proceeds in payment of the Buyout Price within ten (10) days following
the later to occur of (i) the Company's receipt of such proceeds, or (ii) the
determination of the Buyout Price; PROVIDED, HOWEVER, that the total amount of
any Insurance Proceeds paid to the
-4-
deceased Individual Shareholder's estate pursuant to this SECTION 4.4(D) shall
not exceed the Buyout Price. In the event that the Insurance Proceeds are
insufficient to pay the Buyout Price, the Company shall pay to the deceased
Shareholder's estate the balance of the Buyout Price, if any, no later than 10
days before the date that the Estate Taxes are due or in accordance with any
payment schedule agreed upon by the deceased Shareholder's estate and the taxing
authorities.
(e) Notwithstanding anything contained herein to the contrary, in the
event that, upon the death of an Individual Shareholder, there is a recognized,
publicly-traded market for the deceased Shareholder's shares, the shares owned
by the deceased Shareholder may be sold by the deceased Shareholder's estate in
the public market, free of any restrictions under this Agreement.
SECTION 4.5 RIGHT OF FIRST REFUSAL. In the event any Individual
Shareholder (a "SELLING SHAREHOLDER") receives a bona fide offer to purchase its
shares from an independent third party, Selling Shareholder shall give the
Company and each of the other Shareholders (the "NON-SELLING Shareholders")
notice of such an offer and provide the Company and each of the Non-Selling
Shareholders a copy thereof. The Company shall have the option to elect, within
10 days following its receipt of such notice, to purchase the Selling
Shareholder's shares under the same terms and conditions as the offer. In the
event the Company does not exercise its option to purchase all of such shares,
it shall give notice to that effect to the Non-Selling Shareholders and the
Non-Selling Shareholders shall have the option to purchase any of the Selling
Shareholder's shares not purchased by the Company under the same terms and
conditions as the offer, such option to be exercised within 10 days following
the expiration of the Company's option period. If the Selling Shareholder's
shares are purchased by more than one Non-Selling Shareholder, they may be
divided among the purchasers as the purchasers may agree or, absent an agreement
among the purchasers to the contrary, in proportion to each purchaser's
respective interest in the Company prior to such purchase from the Selling
Shareholder. If, at the end of the option periods described above, options have
not been exercised by the Company and/or the Non-Selling Shareholders to
purchase all of the Selling Shareholder's offered shares, then the Selling
Shareholder shall be free (subject, with respect to WWWX, to the provisions of
Section 4.6 hereof), for a period of 60 days thereafter, to sell all, but not
less than all, of the offered shares to the third party purchaser at the same
price and upon the same terms and conditions as the offer. If such offered
shares are not so sold within the aforesaid 60-day period, the Selling
Shareholder shall not be permitted to sell such offered shares without again
complying with the provisions of this Section 4.5.
SECTION 4.6 TAG-ALONG RIGHTS. In the event WWWX receives an offer to
purchase for all or substantially all of its shares in the Company which WWWX
desires to accept, WWWX shall give prompt notice to each of the Individual
Shareholders of such offer and the terms thereof and provide each of the other
Shareholders with a copy
-5-
of such offer, not later than 30 days prior to the closing of the sale by WWWX
(the "Closing"). The Individual Shareholders shall have the option to give
notice (a "TAG-ALONG NOTICE"), not later than 10 days prior to the Closing,
pursuant to which any or all of the Individual Shareholders may require WWWX to
give notice to the purchaser that, as part of the same transaction and as a
condition thereto, such Individual Shareholder's shares shall be purchased for
the same consideration and otherwise on the same terms and conditions upon which
WWWX will sell its shares to the purchaser. If the purchaser does not wish to
purchase a greater interest in the Company than contained in its offer to WWWX,
then such purchaser must purchase the shares from WWWX and each Individual
Shareholder giving a Tag-Along Notice on a pro rata basis in relation to each
such Shareholder's interest in the Company.
ARTICLE V
RIGHT TO COMPEL SALE OR MERGER
SECTION 5.1 RIGHT TO COMPEL SALE OR MERGER.
(a) If the Board of Directors determines to sell the Company to any
bona fide independent third party other than an affiliate or a
permitted transferee(s) under SECTION 4.3 (the "COMPELLED SALE
PURCHASER"), and if such Compelled Sale Purchaser requires, as a
condition to acquiring such ownership interest in the Company
upon the terms acceptable to the Board of Directors, that all of
the Shareholders sell to such Compelled Sale Purchaser all, and
not less than all, of the ownership interest in the Company owned
by the Shareholders, then each Shareholder shall be obligated,
subject to the terms and conditions of this Agreement, to join in
the concurrent sale of all of its respective ownership interest
in the Company to the Compelled Sale Purchaser (a "COMPELLED
SALE"), subject to the following:
i. The terms and conditions applicable to the sale of the
shares shall be identical for all Shareholders,
including, without limitation, the amount and nature of
consideration and the same representations, indemnities
and the like; and
ii. Each Shareholder's obligation to "join in" the Compelled
Sale shall not prevent such Shareholder from exercising
all of its rights under this Agreement, including
without limitation voting against a Compelled Sale, but
after any and all such rights have been exercised, such
Shareholder shall not otherwise unreasonably delay such
Compelled Sale.
(b) The Board of Directors shall notify each of the Shareholders in
writing of a Compelled Sale (a "COMPELLED SALE NOTICE") not less
than 30 days prior to the date such Compelled Sale is to occur,
which Compelled Sale Notice shall set forth all of the material
terms and conditions of the Compelled
-6-
Sale, including, without limitation, the proposed amount and
nature of consideration and all other material terms and
conditions, including the date of the proposed transfer and all
applicable representation, indemnities and other contract
provisions. Each of the Shareholders shall execute and deliver to
the Board of Directors within 15 days after receipt by such
Shareholder for such execution, all documents reasonably required
to be executed by each such Shareholder in order to consummate
such Compelled Sale. Notwithstanding the foregoing, no
Shareholder shall be required in any Compelled Sale to make any
representation , warranty or indemnity that would not be
customary and reasonable under the circumstances of the sale.
(c) Xxxxxxxxx and Xxxx acknowledge that WWWX desires to purchase the
shares of the Company owned by Xxxxxxxxx and Levi or to cause the
Company to be merged with The Intrac Group, Ltd. ("Intrac"), a
wholly-owned subsidiary of WWWX ("Intrac"), with (i) WWWX to
receive a 84.22% equity interest in the surviving entity in
exchange for all of its shares of the Company and Intrac, (ii)
Xxxxxxxxx to receive a 11.84% equity interest in the surviving
entity in exchange for all of his shares of the Company, and
(iii) Levi to receive a 3.94% equity interest in the surviving
entity in exchange for all of his shares of the Company.
Xxxxxxxxx and Xxxx agree that, if the Board of Directors of the
Company determine to effect the merger or consolidation described
in this Section 5.1(c), they will each vote all of their shares
of the Company in favor of such merger or consolidation.
ARTICLE VI
BOOKS AND RECORDS/AUDITS
SECTION 6.1 FINANCIAL REPORTS.
(a) As soon as practicable after the end of each fiscal year, the
Board of Directors shall cause the financial statements of the
Company as of the end of its fiscal year and for the fiscal year
then ended to be audited by an independent accounting firm. As
soon as is practicable thereafter but in no event more than 60
days after the end of such fiscal year, a copy of a set of such
financial statements shall be furnished to each Shareholder.
(b) Within 30 days after the end of each calendar quarter, the
Company shall furnish to each Shareholder a quarterly report
containing quarterly financial statements.
-7-
(c) Each Shareholder shall have the right, at any time, in its sole
discretion and at its own expense, to review, with or without the
assistance of accountants or auditors retained by such
Shareholder, the records of the Company in connection with the
financial statements or other information of the Company. The
Company shall make available to such Shareholder and its
accountants or auditors, for the purpose of such review, all such
records, information and personnel, including its chief financial
officer or any other officer, as are reasonably requested during
normal hours on any business day by a Shareholder or its
accountants or auditors.
(d) All financial statements prepared for the Shareholders pursuant
to this SECTION 6.1 shall show any variations from the relevant
budgets approved by the Board of Directors.
SECTION 6.2 BUDGETS. The Company will prepare an annual budget composed of
monthly budgets that must be approved by the Board of Directors. Any variations
from annual budgets must be approved by the Board of Directors.
SECTION 6.3 WWWX CONSOLIDATION. It is expressly contemplated that the
results of the Company's operations will be consolidated into WWWX's results.
SECTION 6.4 TAX STATUS; CONSISTENT REPORTING. The Company will be treated
as a "C-Corp" for tax purposes. The Shareholders shall not take any position on
their tax returns inconsistent with the reporting of tax on the Company's tax
return, except as otherwise required by law or upon the written advice of
counsel.
ARTICLE VII
CONFIDENTIALITY
SECTION 7.1 CONFIDENTIALITY AGREEMENT. From and after the date of this
Agreement, each Shareholder shall keep secret and retain in strictest
confidence, and shall not use for the benefit of such Shareholder or any person
other than the Company all confidential matters and trade secrets known to such
Shareholder relating to the Business, including, without limitation, customer
lists, pricing policies, operational methods, marketing plans or strategies,
product development techniques or plans, business acquisition plans, new
personnel acquisition plans, the software, technical processes, designs and
design projects, invention and research projects and other business affairs
relating to the Business learned by such Shareholder heretofore or hereafter,
and shall not disclose them to anyone outside of the Company or WWWX except upon
the Company's express written consent. For purposes of this SECTION 7.1,
"confidential information" shall not include information which (i) is or becomes
generally available to the public other than as a result of a disclosure by such
Shareholder, (ii) is already in such Shareholder's possession, (iii) becomes
available to such Shareholder on a non-confidential basis from a person
unrelated to the Company who is under no obligation of confidentiality to the
Company, or (iv) is the subject of a court order or other legal process
compelling disclosure by the Shareholder, provided that the Shareholder shall
-8-
promptly notify the Company of its receipt of any such court order or legal
process and shall cooperate with the Company, at the Company's request and
expense, in any attempt to obtain a protective order preventing such disclosure.
For purposes of this SECTION 7.1, "Business" means consulting to the retail,
wholesale and manufacturing marketplace for the timely disposition of distressed
inventories and other assets as well as, for its own account, purchasing
close-out and liquidation merchandise and re-marketing goods and services for
either cash of a blended (cash and trade combined) transaction payment
mechanism, and various other commercial endeavors. If a Shareholder breaches, or
threatens to commit a breach of, the provisions contained in this SECTION 7.1,
the Company shall have the following rights and remedies, each of which rights
and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company at law or in equity:
(a) SPECIFIC PERFORMANCE. The Company shall have the right to seek to
have said provisions specifically enforced by any court having
equity jurisdiction, all without the need to prove any amount of
actual damage, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to the
Company and that monetary damages will not provide an adequate
remedy to the Company; and
(b) ACCOUNTING AND INDEMNIFICATION. The right and remedy to require
the Shareholder to (i) account for and pay over to the Company
all compensation, profits, monies, accruals, increments or other
benefits derived by the Shareholder or any associated party
deriving such benefits as a result of any such breach; and (ii)
to indemnify the Company against any other losses, damages,
including special and consequential damages, costs and expenses,
including actual attorneys fees and court costs, which may be
incurred by them and which result from or arise out of any such
breach or threatened breach.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 TERMINATION. Unless sooner terminated by unanimous agreement
of the parties, this Agreement shall terminate upon the closing of an
underwritten, firm commitment initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended, covering
the offer and sale by the Company of its Common Stock wherein the aggregate net
proceeds to the Company are at least $15,000,000.
-9-
SECTION 8.2 NOTICES. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission (with proof of transmission)
or mailed (first class postage prepaid) to the parties at the following
addresses or facsimile numbers:
(a) If to WWWX, to:
000 Xxxxxxx Xxxxxx - Xxxxxxx Xxxxx
Xxx Xxxx, XX 0106
Facsimile No.: 000-000-0000
Attn: President
(b) If to Xxxxxxxxx, to:
c/o ATM/Intrac
000 Xxxxxxx Xxxxxx - Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: 000-000-0000
(c) If to Levi, to:
c/o ATM/Intrac
000 Xxxxxxx Xxxxxx - Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Facsimile No.: 000-000-0000
(d) If to the Company, to:
000 Xxxxxxx Xxxxxx - Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
Facsimile No.: 000-000-0000
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this SECTION 8.2 be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this SECTION 8.2, be deemed given upon receipt of proof of
confirmation, and (iii) if delivered by mail in the manner described above to
the address as provided in this SECTION 8.2, be deemed given upon receipt (in
each case regardless of whether such notice, request or other communication is
received by any other Person to whom a copy of such notice, request or other
communication is to be delivered pursuant to this SECTION 8.2. Any party from
time to time may change its address, facsimile number or other information for
the purpose of notices to that party by giving notice specifying such change to
the other parties hereto.
-10-
SECTION 8.3 ENTIRE AGREEMENT. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, oral or written, specifically including any and all prior
shareholders agreements by and among the Company and its shareholders, and
contains the sole and entire agreement between the parties hereto with respect
to the subject matter hereof.
SECTION 8.4 WAIVER. Any term or condition of this Agreement may be waived
at any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by Law or otherwise afforded, will be cumulative and not
alternative.
SECTION 8.5 AMENDMENT. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of all of
the Parties.
SECTION 8.6 NO THIRD PARTY BENEFICIARY. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective heirs, executors, administrators, personal representatives,
successors or permitted assigns, and it is not the intention of the parties to
confer third-party beneficiary rights upon any other person.
SECTION 8.7 NO ASSIGNMENT; BINDING EFFECT. Except as otherwise provided
herein, neither this Agreement nor any right, interest or obligation hereunder
may be assigned by any Party hereto without the prior written consent of all
other Parties hereto and any attempt to do so will be void, except (a) for
assignments and transfers by operation of law and (b) that either WWWX may
assign any or all of its rights, interests and obligations hereunder to a
subsidiary, provided that any such subsidiary agrees in writing to be bound by
all of the terms, conditions and provisions contained herein, and provided that
WWWX shall remain fully liable for the satisfaction of the obligations of such
subsidiary. Subject to the preceding sentence, this Agreement is binding upon,
inures to the benefit of and is enforceable by the parties hereto and their
respective successors and assigns.
SECTION 8.8 HEADINGS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define or limit the
provisions hereof.
-11-
SECTION 8.9 INVALID PROVISIONS. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, and (c)
the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or
by its severance herefrom.
SECTION 8.10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to a
contract executed and performed in such state, without giving effect to the
conflicts of laws principles thereof.
SECTION 8.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts (including by way of facsimile), each of which will be deemed an
original, but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be duly executed as of the date first above written.
ATM SERVICE, LTD.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chairman
WORLDWIDE WEB NETWORX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman, President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
XXXXXX X. XXXXXXXXX
/s/ Xxxx X. Xxxx
--------------------------------------
XXXX X. XXXX
