STOCK EXCHANGE AGREEMENT
executed as of June 1, 2001
between
XXXXXXXX XXXXXXXX
and
BENESSE HOLDINGS INTERNATIONAL, INC.
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is executed as of June
1, 2001 by and between Mr. Xxxxxxxx Xxxxxxxx ("Fukutake") and Benesse Holdings
International, Inc., a Delaware corporation ("BHI").
W I T N E S S E T H :
WHEREAS, Fukutake owns 227,800 shares of common stock, par value $.10
per share (the "Shares"), of Berlitz International, Inc., a New York corporation
("Berlitz"); and
WHEREAS, Fukutake and BHI previously agreed that Fukutake would
contribute the Shares and, that in exchange, BHI would issue one (1) share of
BHI's Series A Redeemable Preferred Stock (the "Preferred Share") on the terms
and condition described herein; and
WHEREAS, BHI and Fukutake wish to memorialize their prior oral
agreement with respect to this exchange.
NOW, THEREFORE, in consideration of the warranties and covenants herein
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1 - EXCHANGE OF SHARES
------------------------------
1.1 Subject to the receipt of the Preferred Share, Fukutake hereby
assigns and transfers to BHI, and BHI hereby accepts the Shares.
1.2 Subject to the receipt of the Shares, BHI hereby issues to Fukutake
the Preferred Share, the relative rights, preferences, privileges and
restrictions of which are set forth in BHI's Amended and Restated Certificate of
Incorporation, attached hereto as Exhibit A.
SECTION 2 - TRANSFERS OF THE PREFERRED SHARE
--------------------------------------------
2.1 Except as set forth in this Section 2, neither Fukutake nor his
successors, legal representatives, heirs or permitted assigns may sell,
transfer, assign, pledge, hypothecate or otherwise encumber the Preferred Share,
whether voluntarily or involuntarily, by operation of law, legal proceedings or
otherwise.
2.2 Fukutake may transfer the Preferred Share during his lifetime or on
his death by will or intestacy to his "immediate family" or a trust for the
benefit of his immediate family, provided that Fukutake or his estate notifies
BHI in writing within thirty (30) days of such transfer and the transferee
agrees in writing to be bound by the restrictions on transfer contained in this
Section 2. "Immediate family" as used herein shall mean spouse, lineal
descendant or antecedent, father, mother, brother or sister. In such case, the
transferee shall receive and hold
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the Preferred Share so transferred subject to the provisions of this Agreement
and there shall be no further transfer of such Preferred Share except in
accordance with the terms of this Section 2.
2.3 The Preferred Share issued to Fukutake pursuant to this Agreement
shall be in the form of an uncertificated share, provided that the registered
holder of such uncertificated share shall be entitled upon request to the
Secretary of BHI to have a certificate issued representing the number of shares
registered to such holder; and, if such certificate is issued, it shall bear the
following legend (or a substantially similar legend):
"THIS SHARE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. THIS SHARE MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT
SUCH REGISTRATION OR COMPLIANCE WITH AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.
THE CORPORATION HAS MORE THAN ONE CLASS OF STOCK AUTHORIZED TO
BE ISSUED. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER UPON WRITTEN REQUEST A COPY OF THE FULL TEXT OF
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS
OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
THE SHARE REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND THE CORPORATION'S
REDEMPTION OPTION AS SET FORTH IN THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION AND THE STOCK EXCHANGE AGREEMENT
BETWEEN THE CORPORATION AND THE ORIGINAL HOLDER OF THESE
SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE CORPORATION. SUCH TRANSFER RESTRICTIONS AND
REDEMPTION OPTION ARE BINDING ON TRANSFEREES OF THIS SHARE."
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SECTION 3 - REPRESENTATIONS AND WARRANTIES
------------------------------------------
3.1 Fukutake hereby represents and warrants to BHI as follows:
(a) He is the lawful owner, beneficially and of record, of the Shares,
free and clear of all liens, claims, charges, encumbrances, restrictions,
rights, options to purchase, voting trusts or other voting agreements, calls or
commitments of every kind and description.
(b) He has the full power and authority to enter into, execute, deliver
and perform this Agreement, and to assign and transfer the Shares to BHI.
Fukutake has obtained all approvals, if any, necessary to perform his
obligations under this Agreement and to assign and transfer the Shares to BHI.
Upon delivery of the Shares to BHI, BHI will have good title to the Shares, free
and clear of all liens, claims, charges, encumbrances, restrictions, rights,
options to purchase, voting trusts and other voting agreements, calls and
commitments of every kind and description.
(c) Neither the execution and delivery of this Agreement, nor his
compliance herewith, will conflict with or result in a breach of any of the
terms, conditions or provisions of (i) any judgment, order, injunction, decree,
regulation or ruling of any court or other governmental body, domestic or
foreign, to which he is subject, or (ii) any agreement, contract or commitment
to which he is a party or by which he is bound.
(d) He is acquiring the Preferred Share for investment purposes for his
own account and not with a view to any distribution of the same, and shall not
dispose of the Preferred Share except in compliance with applicable securities
laws and the terms of this Agreement. Fukutake acknowledges that the Preferred
Share is a restricted security that has not been registered under the federal
securities laws or the securities laws of any state and that the Preferred Share
may not be offered or sold without such registration or compliance with an
applicable exemption therefrom.
(e) He is sophisticated in making investments, has the knowledge and
experience to evaluate his investment in the Preferred Share and is not relying
on any representation or warranty made by BHI or any of its representatives or
agents. He is an "accredited investor" as defined in Rule 215 of the General
Rules and Regulations under the Securities Act of 1933, as amended.
(f) This Agreement constitutes a valid and binding obligation of
Fukutake enforceable against him in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
-4-
3.2 BHI hereby represents and warrants to Fukutake as follows:
(a) It has the full power and authority to execute, deliver and perform
this Agreement and to issue the Preferred Share to Fukutake. It has obtained all
approvals, if any, necessary to perform its obligations under this Agreement and
to issue the Preferred Share to Fukutake. Upon delivery of the Preferred Share
to Fukutake, Fukutake will have good title to the Preferred Share, free and
clear of all liens, claims, charges, encumbrances, restrictions, rights, options
to purchase, voting trusts and other voting agreements, calls and commitments of
every kind and description.
(b) Neither the execution and delivery of this Agreement, nor
compliance herewith, by BHI will conflict with or result in a breach of any of
the terms, conditions or provisions of (i) any judgment, order, injunction,
decree, regulation or ruling of any court or other governmental body, domestic
or foreign, to which it is subject, or (ii) any agreement, contract or
commitment to which it is a party or by which it is bound.
(c) This Agreement constitutes a valid and binding obligation of BHI
enforceable against BHI in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(d) BHI is acquiring the Shares for investment purposes for its own
account and not with a view to any distribution of the same, and shall not
dispose of any of the Shares except in compliance with applicable securities
laws. BHI acknowledges that the Shares are restricted securities that have not
been registered under the federal securities laws or the securities laws of any
state and that the Shares may not be offered or sold without such registration
or compliance with an applicable exemption therefrom. BHI further acknowledges
that the terms of its Certificate of Incorporation prohibit BHI from
transferring any of the Shares other than to Fukutake in connection with a
redemption of the Preferred Share.
(e) BHI is sophisticated in making investments, has the knowledge and
experience to evaluate its investment in the Shares and is not relying on any
representation or warranty made by Fukutake or any of his representatives or
agents. BHI is an "accredited investor" as defined in Rule 215 of the General
Rules and Regulations under the Securities Act of 1933, as amended.
SECTION 4 - MISCELLANEOUS
-------------------------
4.1 Fukutake shall from time to time at the request of BHI and without
further consideration, execute and deliver such further instruments of transfer,
conveyance and assignment, in addition to those contemplated herein, and take
such other action as BHI may reasonably request in order to further vest in BHI
good title in the Shares or to allow for the redemption of the Preferred Share.
4.2 All transfer taxes, if any, with respect to the transactions
contemplated herein shall be borne by BHI.
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4.3 All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered
personally, mailed by first class mail, courier service, facsimile transmission
or electronic transmission, as follows:
(a) If to Fukutake at:
x/x Xxxxxxx Xxxxxxxxxxx
0-0-00 Xxxxxxxxxx
Xxxxxxx-Xxx 000 Xxxxx
Attn: Mr. Xxxxxxxx Xxxxxxxx
Telecopy: 011-81-86-227-6112
(b) If to BHI at:
Benesse Holdings International, Inc.
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
Notices shall be deemed given at the time of delivery or three days after being
deposited in the mail, addressed to the party or parties as provided above.
4.4 This Agreement contains the full agreement between the parties
hereto with respect to the subject matter hereof, and may be amended, changed or
modified only in writing executed by both parties.
4.5 This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors, heirs and permitted
assigns. This Agreement, and the rights and duties hereunder, shall not be
assigned or delegated to any third party without the prior written consent of
the other party hereto.
4.6 Any term or condition of this Agreement may be waived in writing at
any time by the party entitled to the benefit thereof. No waiver of breach of
any term or condition of this Agreement shall be effective unless in writing and
signed by the party so waiving.
4.7 The parties agree not to make any public announcements concerning
the transactions contemplated herein without first consulting with the other
party, except to the extent necessary to comply with any applicable law, court
order or request from any governmental body and then only after giving the other
party reasonable advance notice thereof. The parties further agree that they
shall consult with and cooperate with one another in the preparation of any
disclosure statement or other report or filing with any governmental authority
or self-regulatory organization that may be required to be made concerning the
transactions contemplated herein.
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4.8 This Agreement shall be governed by and construed, interpreted and
enforced in accordance with the laws of the State of New York applicable to
contracts executed and to be performed entirely within the State of New York.
4.9 This Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
4.10 All section headings have been inserted for convenience only and
shall not modify or affect the construction or interpretation of any provision
of this Agreement.
4.11 In case any one or more of the provisions contained in this
Agreement shall be held invalid, illegal or unenforceable in any respect by a
court of competent jurisdiction, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be duly executed as of the day and year first above written.
XXXXXXXX XXXXXXXX
/s/ Xxxxxxxx Xxxxxxxx
------------------------------
Xxxxxxxx Xxxxxxxx
BENESSE HOLDINGS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
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EXHIBIT A
[BHI Amended and Restated Certificate of Incorporation]
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BENESSE HOLDINGS INTERNATIONAL, INC.
BENESSE HOLDINGS INTERNATIONAL, INC., a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:
(1) The name of the Corporation is Benesse Holdings International, Inc. The
Corporation was originally incorporated under the name Fukutake Holdings
(America), Inc. and the original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of Delaware on December 18, 1991.
(2) Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of this Corporation.
(3) This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with the provisions of Section 242 and has been consented to in
writing by the Corporation's sole stockholder in accordance with Section 228 of
the General Corporation Law of the State of Delaware.
(4) The text of this Amended and Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:
"FIRST: The name of this corporation is Benesse Holdings
International, Inc. (the "Corporation").
SECOND: The address of the Corporation's registered office in the State
of Delaware is The Xxxxxxxx-Xxxx Corporation System, Inc., 0000 Xxxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The name of its registered
agent at such address is The Xxxxxxxx-Xxxx Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").
FOURTH: (1) (a) This Corporation is authorized to issue two classes of
stock to be designated respectively Preferred Stock ("Preferred Stock") and
Common Stock ("Common Stock"). The total number of shares of Preferred Stock
that this Corporation shall have authority to issue is Five Hundred (500), $0.01
par value, and the total number of shares of Common Stock that this Corporation
shall have authority to issue is One Thousand (1,000), $0.01 par value.
(b) The Preferred Stock authorized by this Amended and Restated
Certificate of Incorporation shall be issued in one or more series. The first
series of Preferred Stock shall be designated Series A Redeemable Preferred
Stock ("Series A Redeemable Preferred Stock") and shall consist of one (1)
share, having the rights, preferences, privileges and restrictions set forth in
paragraph (2) below.
(c) The Board of Directors is expressly authorized at any time, and
from time to time, to provide for the issuance of the remaining shares of
Preferred Stock in one or more additional series, with such voting powers, full
or limited, or without voting powers, with such conversion rights, if any, and
with such designations, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors.
(2) The relative rights, preferences, privileges and restrictions
granted to or imposed upon the Series A Redeemable Preferred Stock and Common
Stock or the holders thereof are as follows:
(a) Dividend Rights. Holders of Series A Redeemable Preferred Stock
will have the right to receive cash dividends equal in amount to the dividends,
if any, received by the Corporation from Berlitz International, Inc. that relate
to the shares of common stock of Berlitz International, Inc. ("Berlitz Shares")
transferred to the Corporation by the holders of Series A Redeemable Preferred
Stock in exchange for such Series A Redeemable Preferred Stock, less any
applicable withholding tax. Such dividends shall be paid to holders of Series A
Redeemable Preferred Stock within ten (10) days of the Corporation receiving
dividends that relate to the Berlitz Shares transferred to the Corporation by
the holders of Series A Redeemable Preferred Stock in exchange for such Series A
Redeemable Preferred Stock.
(b) Liquidation Preference. In the event of any liquidation,
dissolution or other winding up of the Corporation, no distribution will be made
to the holders of any shares of Common Stock unless holders of Series A
Redeemable Preferred Stock shall have first received the number of Berlitz
Shares transferred to the Corporation in exchange for such Series A Redeemable
Preferred Stock, as such number of Berlitz Shares may be appropriately adjusted
(as the Corporation shall determine) for any change in the number of issued
Berlitz Shares resulting from the subdivision or combination of the Berlitz
Shares or other capital adjustments, or the payment of a stock dividend or other
change in such Berlitz Shares (including any fractional Berlitz Shares resulting
from such change), (or, in the event that a re-transfer of such number of
Berlitz Shares is prohibited by law, a cash amount equal to the fair market
value of such number of Berlitz Shares as of the date of the distribution), plus
an amount equal to all declared but unpaid dividends on such Series A Redeemable
Preferred Stock.
(c) Redemption. The Series A Redeemable Preferred Stock may be redeemed
by the Corporation at its option upon written notice, which notice shall provide
a date (which shall be not less than ten (10) and not more than five (5) days
from the date such notice is given) for the redemption of the Series A
Redeemable Preferred Stock (the "Redemption Date"). On the Redemption Date, the
Corporation shall re-transfer to the holders of Series A Redeemable Preferred
Stock that number of Berlitz Shares transferred to the Corporation in exchange
for such
Series A Redeemable Preferred Stock, as such number of Berlitz Shares
may be appropriately adjusted (as the Corporation shall determine) for any
change in the number of issued Berlitz Shares resulting from the subdivision or
combination of the Berlitz Shares or other capital adjustments, or the payment
of a stock dividend or other change in such Berlitz Shares (including any
fractional Berlitz Shares resulting from such change), plus an amount equal to
all declared but unpaid dividends on such Series A Redeemable Preferred Stock,
in each case effected without receipt of consideration by the Corporation. On or
prior to the Redemption Date, the holders shall assign and transfer their Series
A Preferred Stock to the Corporation and execute such stock powers and other
documentation (if any) as shall be necessary to perfect such transfer and the
Corporation shall assign and transfer the Berlitz Shares (transferred to the
Corporation in exchange for the Series A Redeemable Preferred Stock, as
appropriately adjusted) to the holders of such Series A Redeemable Preferred
Stock and execute such stock powers and other documentation (if any) as shall be
necessary to perfect such transfer.
(d) Disposition of Berlitz Shares. So long as any shares of Series A
Redeemable Preferred Stock remain outstanding, the Corporation may not effect
any sale, disposition or exchange of Berlitz Shares that would result in the
Corporation owning fewer than the aggregate number of Berlitz Shares transferred
to the Corporation in exchange for all of the outstanding shares of Series A
Redeemable Preferred Stock, as such number of Berlitz Shares may be
appropriately adjusted (as the Corporation shall determine) for any change in
the number of issued Berlitz Shares resulting from the subdivision or
combination of the Berlitz Shares or other capital adjustments, or the payment
of a stock dividend or other change in such Berlitz Shares (including any
fractional Berlitz Shares resulting from such change), without the prior written
consent of every holder of Series A Redeemable Preferred Stock.
(e) Insolvency or Bankruptcy of the Corporation. In the event that the
Corporation (i) makes an assignment for the benefit of creditors, (ii) admits in
writing its inability to pay its debts as they become due, (iii) files a
voluntary petition for bankruptcy, (iv) files any petition or answer seeking any
reorganization, arrangement, composition, readjustment liquidation, dissolution,
or similar relief under the present or any future Federal Bankruptcy Act, or
other applicable federal, state, or other statute, law, or regulation, (v)
seeks, consents or acquiesces in the appointment of any trustee, receiver or
liquidator of the Corporation or (vi) becomes subject to a decree or order
entered by a court of competent jurisdiction adjudging it bankrupt or insolvent,
the Corporation shall immediately re-transfer to the holders of Series A
Redeemable Preferred Stock that number of Berlitz Shares transferred to the
Corporation in exchange for such Series A Redeemable Preferred Stock, as such
number of Berlitz Shares may be appropriately adjusted (as the Corporation shall
determine) for any change in the number of issued Berlitz Shares resulting from
the subdivision or combination of the Berlitz Shares or other capital
adjustments, or the payment of a stock dividend or other change in such Berlitz
Shares (including any fractional Berlitz Shares resulting from such change),
plus an amount equal to all declared but unpaid dividends on such Series A
Redeemable Preferred Stock, in each case effected without receipt of
consideration by the Corporation.
(f) Conversion. The Series A Redeemable Preferred Stock will not be
convertible into Common Stock.
(g) Voting Rights. Except as may be required by applicable law, the
Series A Redeemable Preferred Stock will not have any voting rights or powers,
and the consent of the holders thereof shall not be required for the taking of
any corporate action, including but not limited to, any merger or consolidation
involving the Corporation, the liquidation or dissolution of the Corporation, or
a sale of all or substantially all of the assets of the Corporation, or the
liquidation or dissolution of the Corporation, irrespective of the effect that
such merger, consolidation, sale, liquidation or dissolution may have upon the
rights, preferences or voting power of the holders of the Series A Redeemable
Preferred Stock.
(h) Residual Rights. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein shall be
vested in the Common Stock.
FIFTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
SEVENTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware law.
(2) (a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE SEVENTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE SEVENTH shall be a contract right.
(b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the Corporation
to such extent and to such effect as the Board of Directors shall determine to
be appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.
(4) The rights and authority conferred in this ARTICLE SEVENTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
(5) Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the
adoption of any provision of this Amended and Restated Certificate of
Incorporation or the bylaws of the Corporation, nor to the fullest extent
permitted by Delaware Law, any modification of law, shall eliminate or reduce
the effect of this ARTICLE SEVENTH in respect of any acts or omissions occurring
prior to such amendment, repeal, adoption or modification.
EIGHTH: The Corporation reserves the right to amend this Amended and
Restated Certificate of Incorporation in any manner permitted by Delaware Law
and all rights and powers conferred herein on stockholders, directors and
officers, if any, are subject to this reserved power.
IN WITNESS WHEREOF, Benesse Holdings International, Inc. has caused
this Certificate to be signed by Xxxxxxx Xxxxxx, its President and Chief
Executive Officer, this 7th day of April, 2001.
BENESSE HOLDINGS INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
