Exhibit 10.16
ESCROW AGREEMENT
This Escrow Agreement is entered into as of March 4, 2005, by and among
ELECTRONIC CONTROL SECURITY, INC., a New Jersey corporation (the "Parent")
CLARION SENSING SYSTEMS, INC., an Indiana corporation (the "Company"); the
shareholders of the Company, all of whom are listed on Attachment A (the
"Shareholders"); and Lasser Xxxxxxx, L.L.C., (the "Escrow Agent").
RECITALS
A. Clarion Sensing Systems Acquisition Corp., a New Jersey corporation and
a wholly-owned subsidiary of Parent ("Sub"), and the Company have entered into
an Asset Purchase Agreement of even date herewith (the "Purchase Agreement")
which provides that the Sub shall acquire substantially all of the assets and
assume certain specified liabilities of the Company, on the terms and conditions
set forth therein. The Shareholders and Sub have entered into an Agreement with
Target Stockholders ("Target Stockholders Agreement") under which the
Shareholders agree to indemnify the Sub in the event of a breach of the terms
and conditions of the Purchase Agreement.
B. The Purchase Agreement contemplates the establishment of an escrow
arrangement to secure the indemnification and other obligations of Company and
the Shareholders under the Purchase Agreement and various related agreements. As
a condition precedent to Sub's and Parent's execution of the Purchase Agreement
and related agreements and to more fully secure unto Parent and Sub the benefits
under the Purchase Agreement, Parent and Sub have required that the Company and
the Shareholders enter into this Agreement ; and Parent and the Shareholders
have agreed to enter into this Agreement in order to induce Parent and Sub to
consummate the transaction described in the Purchase Agreement.
AGREEMENT
The parties to this Escrow Agreement, intending to be legally bound, agree
as follows:
Section 1. Defined Terms
Capitalized terms used and not otherwise defined in this Escrow Agreement
shall have the meanings assigned to them in the Purchase Agreement.
Section 2. Escrow
2.1 Shares to be Placed in Escrow. On the date of the Closing (the
"Closing Date"), Parent shall issue a certificate for 394,682 shares of the
Common Stock of Parent (the "Parent Common Stock") to be issued pursuant to the
Purchase Agreement (the "Escrow Shares"), in the
name of Escrow Agent or its nominee, evidencing the shares of the Parent Common
Stock to be held in escrow in accordance with this Escrow Agreement. The Escrow
Shares shall be held as a trust fund and shall not be subject to any lien,
attachment, trustee process or any other judicial process of any creditor of any
party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares
and to hold the Escrow Shares in escrow (the "Escrow"), subject to the terms and
conditions of this Agreement.
2.2. Indemnification. The Shareholders have agreed in the Target
Stockholder Agreement to indemnify and hold harmless each Parent and Sub from
and against, and shall compensate and reimburse each of them for Adverse
Consequences, as set forth therein. The Escrow Shares shall be security for such
indemnity obligation, subject to the limitations, and in the manner provided, in
this Agreement.
2.3 Voting Shares. On any matter brought before the Parent stockholders
for a vote, the Escrow Agent shall vote the Escrow Shares as directed by the
Shareholders individually. Each Shareholder shall have the right to direct the
vote of the number of shares resulting from the multiplication of the
Shareholder's percentage set forth on Attachment A by the total number of Escrow
Shares held by the Escrow Agent on the record date for the vote.
2.4 Dividends Etc. Any cash, securities or other property distributable
(whether by way of dividend, stock split or otherwise) in respect of or in
exchange for any of the Escrow Shares shall be held by the Escrow Agent in the
Escrow. At the time any of the Escrow Shares are required to be released from
the Escrow to any person pursuant to this Escrow Agreement, any cash, securities
or other property previously distributed in respect of or in exchange for such
Escrow Shares shall be released from the Escrow to such person.
2.5 Transferability. The interests of the Company in the Escrow and in the
Escrow Shares held in the Escrow shall not be assignable or transferable, other
than by operation of law . No transfer of any of such interests by operation of
law shall be recognized or given effect until Parent shall have received written
notice of such transfer.
2.6 Fractional Shares. No fractional shares of Parent Common Stock shall
be retained in or released from the Escrow pursuant to this Escrow Agreement. In
connection with any release of shares from the Escrow, the Escrow Agent shall be
permitted to "round down" or to follow such other rounding procedures as the
Escrow Agent reasonably determines to be appropriate in order to avoid (i)
retaining any fractional shares in the Escrow or (ii) releasing any fractional
share from the Escrow.
Section 3. Claim Procedures
3.1 Claim Notice. If Parent or Sub determines in good faith that there is
or has been a possible inaccuracy in or breach of any representation, warranty,
covenant or other provision set forth in any of the Asset Purchase Agreement or
related agreements, or in any document or instrument delivered pursuant thereto
or in connection therewith (collectively, the "Transactional
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Agreements") and if Parent or Sub is entitled, under the terms of the
Transactional Agreements or any of them, to make a claim against the Escrow with
respect to such possible inaccuracy or breach, then Parent may deliver to the
Shareholders Representative (as defined in Section 4.1 herein) and the Escrow
Agent a written notice of such possible inaccuracy or breach (a "Claim Notice")
setting forth (i) a brief description of the circumstances supporting Parent's
or Sub's belief that such possible inaccuracy or breach exists or has occurred,
and (ii) to the extent possible, a non-binding, preliminary estimate of the
aggregate dollar amount of all Adverse Consequences that have arisen and may
arise as a result of such possible inaccuracy or breach (such aggregate amount
being referred to as the "Claim Amount"). Such Claim Notice must be delivered
prior to the Terminate Date (as defined in Section 6.1 hereto).
3.2 Response Notice. Within thirty (30) days after the delivery of a Claim
Notice to the Shareholders Representative, the Shareholders Representative shall
deliver to Parent, with a copy to the Escrow Agent, a written notice (the
"Response Notice") containing: (i) instructions to the effect that shares of
Parent Common Stock having a Stipulated Value (as defined in Section 7 of this
Escrow Agreement) equal to the entire Claim Amount set forth in such Claim
Notice are to be released from the Escrow to Parent; or (ii) instructions to the
effect that shares of Parent Common Stock having a Stipulated Value equal to a
specified portion (but not the entire amount) of the Claim Amount set forth in
such Claim Notice are to be released from the Escrow Agent, together with a
statement that the remaining portion of such Claim Amount is being disputed; or
(iii) a statement that the entire Claim Amount set forth in such Claim Notice is
being disputed. If no Response Notice is received by Parent from the
Shareholders Representative within thirty (30) days after the delivery of a
Claim Notice to the Shareholders Representative, then the Shareholders
Representative shall be deemed to have given instructions that shares of Parent
Common Stock having a Stipulated Value equal to the entire Claim Amount set
forth in such Claim Notice are to be released to Parent from the Escrow.
3.3 Release of Shares to Parent.
(a) If the Shareholders Representatives give (or is deemed to have
given) instructions that shares of Parent Common Stock having a Stipulated Value
equal to the entire Claim Amount set forth in a Claim Notice are to be released
from the Escrow to Parent, then the Escrow Agent shall promptly following the
required delivery date for the Response Notice transfer, deliver and assign to
Parent such number of Escrow Shares held in the Escrow as have a Stipulated
Value equal to the Claim Amount (or such lesser number of Escrow Shares as is
then held in the Escrow).
(b) If a Response Notice delivered by the Shareholders
Representative in response to a Claim Notice contains instructions to the effect
that shares of Parent Common Stock having a Stipulated Value equal to a
specified portion (but not the entire amount) of the Claim Amount set forth in
such Claim Notice are to be released from the Escrow to Parent, then (i) the
Escrow Agent shall promptly following the required delivery date for the
Response Notice transfer, deliver and assign to Parent such number of Escrow
Shares held in the Escrow as have a Stipulated Value equal to such specified
portion of such Claim Amount, and (ii) the procedures
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set forth in Section 3.3(c) of this Escrow Agreement shall be followed with
respect to the remaining portion of such Claim Amount.
(c) If a Response Notice delivered by the Shareholders
Representative in response to a Claim Notice contains a statement that all or a
portion of the Claim Amount set forth in such Claim Notice is being disputed
(such Claim Amount or the disputed portion thereof being referred to as the
"Disputed Amount"), then, notwithstanding anything contained in Section 6 of
this Escrow Agreement, the Escrow Agent shall continue to hold in the Escrow (in
addition to any other shares of Parent Common Stock permitted to be retained in
the Escrow), shares of Parent Common Stock having a Stipulated Value equal to
110% of the Disputed Amount. Such shares of Parent Common Stock shall continue
to be held in the Escrow until (i) delivery of a notice executed by Parent and
the Shareholders Representative setting forth instructions to the Escrow Agent
regarding the release of such shares, or (ii) delivery of a copy of an
arbitrator's award (as defined in Section 3.3(e) setting forth instructions to
the Escrow Agent as to the release of such shares. The Escrow Agent shall
thereupon release shares of Parent Common Stock from the Escrow in accordance
with the instructions set forth in such notice or arbitrator's award. (The
parties acknowledge that it is appropriate to retain more than 100% of a Claim
Amount in the Escrow in recognition of the fact that Parent may have
underestimated the aggregate amount of the actual and potential Adverse
Consequences arising in connection with a particular Claim Notice).
(d) In the event that any Response Notice indicates that there is a
Disputed Amount, the Shareholders Representative and Parent (acting on its own
behalf or on behalf of Sub) shall for a period of 60 days attempt in good faith
to resolve th rights of the respective parties with respect to such claims. If
the Shareholders Representative and Parent should so agree, a notice setting
forth such agreement shall be signed by both parties and sent to the Escrow
Agent who shall thereupon transfer, deliver and assign to Parent such number of
Escrow Shares held in Escrow as have a Stipulated Value equal to the agreed upon
amount (or such lesser number of shares as is then held in Escrow).
(e) If no such agreement can be reached within such 60 day period,
either Parent or the Shareholders Representative may demand arbitration of the
matter unless the amount of Adverse Consequences at issue is the subject of
pending litigation (or alternative dispute resolution) with a third party, in
which event arbitration shall not be commenced until such litigation is
concluded or both parties request arbitration. Arbitration shall be held in
Cincinnati, Ohio. The arbitration shall be conducted under the auspices of the
American Arbitration Association or another body selected by the parties. The
parties shall use commercially reasonable efforts to agree on a single
arbitrator. If they are unable to do so within 15 days after notice of
commencement of the arbitration is given, then any party to the dispute may
request the American Arbitration Association to supply a list of five
prospective arbitrators. The parties shall alternately strike one name from the
list, beginning with the party who commenced the arbitration, until only one
name remains, and the last person remaining on the list shall be the arbitrator.
By mutual agreement, the parties may reject an entire list and request another.
Judgment on an award of the arbitrator may be entered by any court of competent
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jurisdiction. The arbitrators shall have the authority to grant equitable
relief. The prevailing party in any arbitration shall be entitled to recover, in
addition to any other relief awarded by the arbitrator, its reasonable costs and
expenses, including attorneys' fees, of preparing for an participating in the
arbitration. If each party prevails on specific issues in the arbitration, the
arbitrator may allocate the costs incurred by all parties on a basis he deems
appropriate. Arbitration will be limited to determining, to the extent in
dispute by the parties, the existence and amount, if any, of indemnifiable
Adverse Consequences under the Transactional Agreements, or any of them.
Section 4. Shareholders Representative.
4.1 Shareholders Representative.
(a) The Shareholders shall be represented hereunder by X. Xxxxxx
Harmless II ("Shareholders Representative"). The Shareholders Representative is
hereby empowered by each Shareholder to give and receive notices and
communications, to authorize delivery to Parent of Parent Common Stock or other
property placed in Escrow in satisfaction of claims by Parent or Sub, to object
to such deliveries, to agree to, negotiate, enter into settlements and
compromises of, demand arbitration of and comply with awards of arbitrators with
respect to such claims and to take any and all actions necessary or appropriate
in the judgment of the Shareholders Representative for the accomplishment of the
foregoing.
(b) In the event a Shareholder Representative shall die or resign or
otherwise terminate this status as such, a successor, who shall be a
Shareholder, shall be appointed by a majority-in-interest of the Shareholders.
All decisions of the Shareholders Representative shall be made by a majority
vote or agreement if there shall be more than two Shareholder Representatives.
The Shareholders Representative shall receive no compensation for his services.
(c) The Shareholders Representative shall not be liable to the
Shareholders or the Company for any act done or omitted hereunder while acting
in good faith and in the exercise of reasonable judgment. The Shareholders and
Company hereby agree to indemnify and hold the Shareholders Representative
harmless against any loss, liability, or expenses incurred by Shareholders
Representative in his capacity as such, except to the extent such loss,
liability or expense is due to bad faith or negligent conduct. The Shareholders
Representative shall be entitled to reimbursement by the Shareholders, pro rata
to the percentages set forth opposite the names of the Shareholders on
Attachment A hereto, for attorneys fees and other out-of-pocket expenses
incurred by Shareholders Representative in accordance with this Agreement.
(d) A decision by the Shareholders Representative shall constitute a
decision of all of the Shareholders and the Company, and shall be final, binding
and conclusive upon each of them. Parent, Sub and the Escrow Agent may rely upon
any act, decision, consent or instruction of the Shareholders Representative as
being the act, decision, consent or instruction of each and all of the
Shareholders, and Parent, Sub and the Escrow Agent are hereby relieved
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from any liability to any person for any acts done by them in accordance with
any act, decision, consent or instruction of the Shareholders Representative.
Section 5. Third Party Claims
In the event Parent becomes aware of any third-party claim which Parent
believes may result in a claim for indemnification, Parent shall notify the
Shareholders Representative of such claim.
Section 6. Release of Shares to Shareholders
6.1 Shares to be Released. On the earlier of: (i) three years after the
date of the Asset Purchase Agreement or (ii) the earliest practicable date
following the fiscal year in which Sub achieves sales in excess of $3,000,000
and net earnings before taxes in excess of $600,000, all determined in
accordance with generally accepted accounting principles consistently applied.
the Escrow Agent shall release to the Company from the Escrow all shares of
Parent Common Stock then held in the Escrow, except for any shares of Parent
Common Stock that are to be retained in the Escrow in accordance with Section
3.3(c) of this Escrow Agreement
Section 7. Valuation of Shares Held in Escrow.
For purposes of this Escrow Agreement, the "Stipulated Value" of each of
the Escrow Shares shall be deemed to be equal to the closing ask price of a
share of Parent Common Stock on the date such Escrow Shares shall be released
from Escrow to the Parent.
Section 8. Fees and Expenses
8.1 The Escrow Agent will be entitled to no fee in its capacity as Escrow
Agent. The Escrow Agent will be entitled to reimbursement for extraordinary
expenses incurred in performance of its duties hereunder. Each of (i) Parent and
(ii) the Shareholders shall be liable for one-half (1/2) of such amounts and
Parent shall be entitled to reimbursement from the Escrow Shares of the
Shareholders' share of any such extraordinary expenses, if such share is paid by
Parent.
8.2 Except as may otherwise be provided herein, all expenses (including
attorneys' fees) incurred by any Shareholder in connection with this Agreement
shall be borne by such Shareholder.
8.3 Upon a notice in writing delivered to the Escrow Agent by Parent in
respect of Section 8.1, the Escrow Agent shall transfer, deliver and assign to
Parent, in reimbursement of fees and expenses pursuant to Section 8.1 or to
Section 9.2, such number of Escrow Shares held in the Escrow which have a
Stipulated Value equal to the amount to be reimbursed.
Section 9. Duties of Escrow Agent; Limitation of Escrow Agent's Liability.
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9.1 The sole duty of the Escrow Agent, other than as herein specified,
shall be to receive and hold the Escrow Shares, subject to disbursement in
accordance with this Agreement, and the Escrow Agent shall be under no duty to
determine whether Parent, the Shareholders Representative or the Shareholders
are complying with the requirements of this Agreement or any other agreement.
The Escrow Agent shall not be liable for losses due to act of God, war, loss of
electrical power or the failure of communication devices.
9.2 The Escrow Agent shall incur no liability with respect to any action
taken or suffered by it in reliance upon any notice, direction, instruction,
consent, statement or other documents believed by it to be genuine and duly
authorized, nor for other action or inaction except its own willful misconduct
or negligence. The Escrow Agent shall not be responsible for the validity or
sufficiency of this Agreement. In all questions arising under the Escrow
Agreement, the Escrow Agent may rely on the advice of counsel, and for anything
done, omitted or suffered in good faith by the Escrow Agent based on such advice
the Escrow Agent shall not be liable to anyone. The Escrow Agent shall not be
required to take any action hereunder involving any expense unless the payment
of such expense is made or provided for in a manner reasonably satisfactory to
it.
9.3 Parent and the Shareholders, jointly and severally, hereby agree to
indemnify the Escrow Agent for, and hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on the
part of Escrow Agent, arising out of or in connection with its carrying out of
its duties hereunder. As among themselves, each of (i) Parent and (ii) the
Shareholders shall be liable for one-half (1/2) of such amounts and Parent shall
be entitled to reimbursement from the Escrow Shares of the Shareholders' share
of any such loss, liability or expense, if such share is paid by Parent.
Section 10. General
10.1 Other Agreements. Nothing in this Escrow Agreement is intended to
limit any of Parent's or the Shareholders' rights, or any obligation of any
Shareholder, or of Parent under the Transactional Agreements.
10.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without giving effect to
the conflict of laws provisions thereunder.
10.3 Assignment; Binding Upon Successors and Assigns. No party hereto may
assign any of its rights or obligations hereunder without the prior written
consent of the other party hereto. This Agreement will be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns.
10.4 Severability. If any provision of this Agreement, or the application
thereof, is for any reason and to any extent found to be invalid or
unenforceable, the remainder of this
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Agreement and application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties further agree to replace such void or unenforceable provision of
this Agreement with a valid and enforceable provision that will achieve, to the
greatest extent possible, the economic, business and other purposes of the void
or unenforceable provision.
10.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same instrument. This Agreement will become binding
when one ore more counterparts hereof, individually or taken together, bear the
signatures of all the parties reflected hereon as signatories.
10.6 Amendment and Waivers. Any term or provision of this Agreement may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only by a writing signed by the party to be bound thereby; provided that this
Agreement may be amended on behalf of all of the Shareholders by (i) the
Shareholders Representative or (ii) a majority in interest of the Shareholders.
Notwithstanding any rights that may be created in any third party under the
terms of this Agreement, no such amendment or waiver will require the consent of
such third party to be effective. The waiver by a party of any breach hereof or
default in the performance hereof will not be deemed to constitute a waiver of
any other default or any succeeding breach or default.
10.7 Attorneys' Fees. Should suit be brought to enforce or interpret any
part of this Agreement, the prevailing party will be entitled to recover, as an
element of the costs of suit and not as damages, reasonable attorneys' fees to
be fixed by the court (including, without limitation, costs, expenses and fees
on any appeal). The prevailing party will be entitled to recover its costs of
suit, regardless of whether such suit proceeds to final judgment.
10.8 Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following address (or such other address for a party as shall be
specified by like notice):
If to Parent:
Electronic Control Security, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx X - Xxxxx 0
Xxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxxx
Phone No. 000-000-0000
Fax No. 000-000-0000
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With a copy to: Lasser Xxxxxxx, L.L.C.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Phone No. 000-000-0000
Fax No. 000-000-0000
If to the
Shareholders
Representative: Xx. Xxxxxx Harmless
Clarion Sensing Systems, Inc.
0000 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Phone No.
Fax No.
With a copy to: Xxxx X. Xxxx
Xxxxxx & Xxxxxxxxx, LLP
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
If to Escrow Agent to: Lasser Xxxxxxx, L.L.C.
00 Xxxxxxxxxx Xxxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx Xxxxxx, Esq.
Phone No. 000-000-0000
Fax No. 000-000-0000
All such notices and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of a telecopy, when the party receiving such copy shall have
confirmed receipt of the communication, (c) in the case of delivery by
nationally-recognized overnight courier, on the business day following dispatch,
and (d) in the case of mailing, on the third business day following such
mailing.
10.9 Construction of Agreement. This Agreement has been negotiated by the
respective parties hereto and their attorneys and the language hereof will not
be construed for or against either party. A reference to a Section or an exhibit
or attachment will mean a Section in, or exhibit or attachment to, this
Agreement unless otherwise explicitly set forth. The titles and
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headings herein are for reference purposes only and will not in any manner limit
the construction of this Agreement, which will be considered as a whole.
10.10 Further Assurances. Each party agrees to cooperate fully with the
other parties and to execute such further instruments, documents and agreements
and to give such further written assurances as may be reasonably requested by
any other party to evidence and reflect the transactions described herein and
contemplated hereby an to carry into effect the intents and purposes of this
Agreement.
10.11 Absence of Third Party Beneficiary Rights. No provisions of this
Agreement be intended, nor will be interpreted, to provide or create any third
party beneficiary rights or any other rights of any kind in any client,
customer, affiliate, stockholder, partner or any party hereto or any other
person or entity unless specifically provided otherwise herein, and, except as
so provided, all provisions hereof will be personal solely between the parties
and this Agreement.
10.12 Entire Agreement. This Agreement, the Transactional Agreements and
the Attachment hereto and thereto constitute the entire understanding and
agreement of the parties hereto with respect tot he subject matter hereof and
supersede all prior and contemporaneous agreement or understandings, inducements
or conditions, express or implied, written or oral, agreements or
understandings, inducements or conditions, express or implied, written or oral
between the parties with respect hereto. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the term hereof.
10.13 Resignation or Replacement of Escrow Agent. At its cost, Parent may
substitute a successor Escrow Agent for the Escrow Agent upon thirty days
advance written notice to the Shareholders Representative and the Escrow Agent.
Escrow Agent may resign upon 30 days advance written notice to Parent and the
Shareholders Representative. Within such 30 day period, Parent shall appoint a
successor Escrow Agent in accordance with this Section 10.13. If Parent has not
appointed a successor Escrow Agent within such period, the Escrow Agent may
petition any court of competent jurisdiction to name a successor escrow agent.
10.14 Compliance with Securities Laws. Prior to release of the Escrow
Shares, the recipient thereof and Parent shall take such actions as may be
necessary to comply with the securities laws of the United States or any state;
provided however, Parent is under no obligation to register the Escrow Shares or
to make an exemption from registration available.
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of
the day of , 2005.
ELECTRONIC CONTROL SECURITY, INC.
By:
------------------------------------
Xxxxxx Xxxxxxxxx, President
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CLARION SENSING SYSTEMS, INC.
By:
------------------------------------
X. Xxxxxx Harmless II, President
LASSER XXXXXXX, L.L.C.
By:
------------------------------------
Name:
---------------------------------
Title:
---------------------------------
SHAREHOLDER OF THE COMPANY
Name:
----------------------------------
XXXXX HARMLESS
Name:
----------------------------------
XXXXX XXXXXXXXX
Name:
----------------------------------
XXXX HARMLESS
Name:
----------------------------------
X. XXXXXX HARMLESS II
Name:
----------------------------------
XXX XXXXX
Name:
----------------------------------
XXXXXX XXXXXXX
Name:
----------------------------------
XXXXX XXXXX
Name:
----------------------------------
XXX XXXXXXX
Name:
----------------------------------
XXXXX O'DELL
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Name:
----------------------------------
XXXX XXXXX
Name:
----------------------------------
ART XXXXXXXXX
Name:
----------------------------------
XXXXX XXXXXXXXX
Name:
----------------------------------
XXXX XXXXXX
Name:
----------------------------------
XXXXX XXXXX
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ATTACHMENT A
Shareholder Percentage
----------- ----------
Xxxxx Harmless 9.239%
Xxxxx Xxxxxxxxx 28.380%
Xxxx Harmless 30.554%
Xxxxx Harmless 8.066%
Xxx Xxxxx 9.602%
Xxxxxx Xxxxxxx .076%
Xxxxx Xxxxx .015%
Xxx Xxxxxxx .03%
Xxxxx O'Dell .03%
Xxxx Xxxxx .015%
Art Xxxxxxxxx 1.146%
Xxxxx Xxxxxxxxx 5.824%
Xxxx Xxxxxx 6.495%
Xxxxx Xxxxx .528%
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