STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of this 30 day of July, 1999 (the "Closing Date") by and among Interiors,
Inc., a Delaware corporation ("Interiors"), Xxxxx X. Xxxxxxx, an individual (the
"Shareholders' Representative"), U.S. Bank Trust, a national association (the
"Escrow Agent"), and the entities listed on Schedule A annexed hereto
(collectively referred to as the "Buyers").
RECITALS
A. The former shareholders (the "Former Shareholders") of Xxxx Lighting,
Inc. ("Xxxx") received 650,000 shares of Interiors Class A Common Stock (the
"Shares") pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated July 2, 1998 by and among Xxxx Acquisition Corp., Interiors and Xxxx, and
the Former Shareholders.
B. The Escrow Agent is the record owner of the Shares which are held in an
escrow account (the "Escrow Account") pursuant to the terms of that certain
Escrow Agreement dated July 2, 1998 by and among Interiors, the Escrow Agent and
the Shareholders' Representative (the "Escrow Agreement").
C. The beneficial owners of the Shares are the Former Shareholders, and
the Shareholders' Representative is authorized to act on behalf of the Former
Shareholders in all matters relating to the administration of the Escrow Account
and the Shares.
D. The Former Shareholders, the Shareholders' Representative and Interiors
desire to authorize the Escrow Agent to sell the Shares to Buyers upon the terms
and subject to the conditions set forth herein.
E. Buyers desire to purchase from the Former Shareholders, and the Escrow
Agent, acting pursuant to the authority of the Shareholders' Representative and
Interiors, desires to sell, the Shares to Buyers upon the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:
1. Purchase and Sale of Shares. For a purchase price of One Million
Dollars ($1,000,000) (the "Purchase Price") and subject to the execution of a
First Amendment to the Escrow Agreement (including all Exhibits annexed thereto)
substantially in the form of Annex A attached hereto (the "Amended Escrow
Agreement"), and the terms set forth herein, the Shareholders' Representative,
on behalf of the Former Shareholders, agrees to sell the Shares to the Buyers
and the Buyers agree to purchase and accept the Shares
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from the Shareholders' Representative for the Purchase Price. Upon the execution
of this Agreement, if required by the Escrow Agent, the Shareholders'
Representative shall deliver to Escrow Agent duly endorsed stock powers with a
signature guarantee acceptable to Escrow Agent permitting transfer of the Shares
to the Buyers. Buyers shall, upon the execution of this Agreement, pay to the
Escrow Agent, for the benefit of the Former Shareholders, the Purchase Price via
wire transfer of immediately available funds to the Escrow Account.
2. Escrow. On the Closing Date, the Shareholders' Representative, Escrow
Agent, Buyers and Interiors shall execute, in four counterparts, each of which
shall be deemed an original, the Amended Escrow Agreement.
3. Authorization by Interiors and Shareholders' Representative. Each of
Interiors and the Shareholders' Representative hereby authorize the sale of the
Shares by the Escrow Agent to the Buyers upon the terms and subject to the
conditions set forth in this Agreement.
4. Representations and Warranties of the Shareholders' Representative. The
Shareholders' Representative hereby represents and warrants to the Buyers,
Interiors and the Escrow Agent as follows, to the best knowledge of the
Shareholders' Representative:
a. The Shares are beneficially owned by the Former Shareholders. The
Former Shareholders are the only beneficial owners of the Shares. The Shares are
subject to no lien, pledge or encumbrance.
b. Upon delivery of the Shares and payment of the consideration
therefor pursuant to this Agreement, title to the Shares, free and clear of all
liens, encumbrances and pledges, will pass to Buyers.
c. The Shareholders' Representative has the full right, power and
authority to enter into this Agreement, to consummate the transactions
contemplated hereby on his own behalf and on behalf of the Former Shareholders
and to perform his obligations under the Agreement.
d. The Shareholders' Representative has duly executed and delivered
this Agreement, which is a legal, valid and binding obligation of the
Shareholders' Representative and the Former Shareholders, enforceable in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency and similar laws relating to creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The
execution, delivery and performance of this Agreement by the Shareholders'
Representative do not require the consent or approval of any other person,
entity or governmental agency. The Shareholders' Representative has taken all
necessary action or otherwise as is required by such party to enter into this
Agreement and comply with the terms herein.
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e. The execution, delivery and performance of this Agreement by the
Shareholders' Representative will not conflict with or result in a violation of
any term or provision of, or constitute a default under (with or without the
passage of time, or both), or otherwise give any person a basis for accelerated
or increased rights or termination of nonperformance under, any indenture,
mortgage, deed of trust, loan or credit agreement, lease, license or other
agreement or instrument to which the Shareholders' Representative or the Former
Shareholders are a party or by which the Shareholders' Representative or the
Former Shareholders are bound or affected.
f. Shareholders' Representative, to the best knowledge of the
Shareholders' Representative, and each of the Former Shareholders represent that
each is not an affiliate, as that term is defined in Rule 144 of the Securities
Act of 1933, as amended (the "Securities Act"), of Interiors and has been the
beneficial owner of the Shares for a period of at least one year from the date
each acquired them from Interiors.
g. Pursuant to the Amended Escrow Agreement the Former Shareholders
are not obligated to return the Shares to Interiors.
h. There are no pending claims or claims which have been resolved
and not paid against the escrow account as per the terms of the Merger
Agreement.
i. The Former Shareholders and the Shareholders' Representative are
each sophisticated individuals capable of evaluating the terms hereunder.
5. Representations and Warranties of the Escrow Agent. The Escrow Agent
hereby represents and warrants to Buyers, Interiors and the Shareholders'
Representative as follows:
a. The Escrow Agent has full right, power and authority to enter
into this Agreement, to consummate the transactions contemplated hereby and to
perform its obligations under this Agreement.
b. The execution and delivery by the Escrow Agent of this Agreement,
and the consummation by the Escrow Agent of the transactions contemplated
hereby, have been duly authorized by all necessary action by the Escrow Agent.
c. Escrow Agent is the sole record and legal owner of the Shares.
d. Escrow Agent has no lien, pledge or encumbrance against the
Shares.
e. Upon delivery of the Shares and payment of the consideration
therefor pursuant to this Agreement, good and marketable title to the Shares,
free and clear of all liens, pledges or encumbrances (other than any lien,
pledge or encumbrance created by parties to this Agreement other than Escrow
Agent), will pass to Buyers.
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f. Escrow Agent has duly executed and delivered this Agreement,
which is a legal, valid and binding obligation of Escrow Agent, enforceable in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency and similar laws relating to creditors' rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The
execution, delivery and performance of this Agreement by the Escrow Agent do not
require the consent or approval of any other person, entity or governmental
agency. Escrow Agent has taken all necessary action or otherwise as is required
by Escrow Agent to enter into this Agreement and comply with the terms herein.
g. The execution, delivery and performance of this Agreement by the
Escrow Agent will not (i) conflict with or result in a violation of any term or
provision of or constitute a default under (with or without the passage of time
or both), or otherwise give any person a basis for accelerated or increased
rights or termination of nonperformance under, any indenture, mortgage, deed of
trust, loan or credit agreement, lease, license or other agreement or instrument
to which the Escrow Agent is bound or affected, (ii) result in the violation of
any of the provisions of the articles or certificate of incorporation or bylaws
of the Escrow Agent, (iii) result in the creation or imposition of any lien upon
any property or asset of the Escrow Agent or (iv) otherwise adversely affect the
contractual or other legal rights or privileges of the Escrow Agent.
h. Escrow Agent represents that it is not an affiliate, as that term
is defined in Rule 144 of the Securities Act, of Interiors and has been the
legal owner of the Shares for a period of at least one year from the date it
acquired them from Interiors.
i. There are no pending claims or claims which have been resolved
and not paid against the escrow account as per the terms of the Merger
Agreement.
6. Representations and Warranties of Buyers. Buyers hereby represent and
warrant to the Shareholders' Representative, Interiors and the Escrow Agent as
follows:
a. Buyers have the full right, power and authority to execute and
deliver this Agreement, to consummate the transactions contemplated hereby and
to perform their obligations under this Agreement.
b. The execution and delivery by Buyers of this Agreement, and the
consummation by Buyers of the transactions contemplated hereby, have been duly
authorized by all necessary action by Buyers.
c. This Agreement, upon its execution and delivery by Buyers
(assuming the due authorization, execution and delivery hereof by the other
parties hereto), will constitute the legal, valid and binding obligation of
Buyers enforceable against Buyers in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency and similar
laws relating to creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
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d. The execution, delivery and performance of this Agreement by the
Buyers will not (i) conflict with or result in a violation of any term or
provision of, or constitute a default under (with or without the passage of
time, or both), or otherwise give any person a basis for accelerated or
increased rights of termination of nonperformance under, any indenture,
mortgage, deed of trust, loan or credit agreement, lease, license or other
agreement or instrument to which the Buyers are a party or by which the Buyers
are bound or affected, (ii) result in the violation of the provisions of the
articles or certificate of incorporation or bylaws of Buyers, (iii) result in
the creation or imposition of any lien upon any property or asset of Buyers or
(iv) otherwise adversely affect the contractual or other legal rights or
privileges of Buyers.
e. Without limiting any Buyers right to transfer the Shares in
compliance with federal and state securities laws, the Shares will be acquired
by Buyers for investment for an indefinite period of time for its own account,
not as a nominee or agent for any other person and not with a view to the sale
or distribution of all or any part thereof, and Buyers have no present intention
of selling, granting any participation in, or otherwise distributing, any or all
of the Shares. Buyers do not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person with respect to any or all of the Shares. The entire legal and beneficial
interest of the Shares is being purchased by Buyers for, and will be held for,
their account and neither in whole nor in part for any other person.
f. Buyers understand that the Shares are not being registered under
the Securities Act, nor registered under any state's securities laws, and that
the Shares must be held indefinitely unless a subsequent disposition thereof
either is registered under the Securities Act and applicable state securities
laws, or is exempt from such registration. Buyers understand that there is no
assurance that such an exemption from registration will ever be available or
that Buyers will ever be able to sell any or all of the Shares.
g. Buyers are able to fend for themselves in the transactions
contemplated by this Agreement relating to its purchase of the Shares, have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of their investment in Interiors, have the
ability to bear the economic risks of their investment for an indefinite period
of time and have been furnished with and have had access to such information as
Buyers deem necessary and appropriate to enable Buyers to evaluate the financial
risk inherent in making an investment in the Shares together with such
additional information as is necessary to verify the accuracy of the information
supplied. Each of the Buyers is an "accredited investor" as such term is defined
in Rule 501(a) promulgated under the Securities Act.
h. Buyers understand that their purchase of the Shares will be a
speculative investment and represents that they are able, without impairing
their financial condition, to hold the Shares for an indefinite period of time
and to suffer a complete loss on its investment.
i. Buyers understand that the Shares are restricted securities
within the meaning of Rule 144 promulgated under the Securities Act and that the
exemption
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from registration under Rule 144 will not be available unless (i) a public
trading market then exists for the securities of Interiors, (ii) adequate
information concerning Interiors is then available to the public, and (iii)
other terms and conditions of Rule 144 are complied with.
j. Buyers represent and warrant that: (i) the terms of the purchase
of the Shares were negotiated by the Buyers exclusively with Interiors, (ii)
neither the Shareholders' Representative nor the Former Shareholders in any
manner participated in said negotiations or solicited the purchase of the
Shares, and (iii) except for the matters specifically set forth in this Stock
Purchase Agreement, neither the Shareholders' Representative nor the Former
Shareholders made any representations or provided the Buyers with any
information regarding Interiors or the Shares.
7. Representations and Warranties of Interiors. Interiors hereby
represents and warrants to Buyers, the Escrow Agent and the Shareholders'
Representative as follows:
a. Interiors has full right, power and authority to enter into this
Agreement, to consummate the transactions contemplated hereby and to perform its
obligations under this Agreement.
b. The execution and delivery by Interiors of this Agreement, and
the consummation by Interiors of the transactions contemplated hereby, have been
duly authorized by all necessary action by Interiors.
c. This Agreement, upon its execution and delivery by Interiors
(assuming the due authorization, execution and delivery hereof by the other
parties hereto), will constitute the legal, valid and binding obligation of
Interiors enforceable against Interiors in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency and
similar laws relating to creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
d. The execution, delivery and performance of this Agreement by
Interiors will not (i) conflict with or result in a violation of any term or
provision of or constitute a default under (without or without the passage of
time, or both), or otherwise give any person a basis for accelerated or
increased rights or termination of nonperformance under any indenture, mortgage,
deed of trust, loan or credit agreement, lease, license or other agreement or
instrument to which Interiors is a party or by which Interiors is bound or
affected, (ii) result in the violation of the provisions of the certificate of
incorporation or bylaws of Interiors, (iii) result in the creation or imposition
of any lien upon any property or asset of Interiors or (iv) otherwise adversely
affect the contractual or other legal rights of Interiors.
e. Interiors Class A Common Stock is registered pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), has
been subject to the reporting requirements of Section 13 of the Exchange Act for
a period of at least 90 days immediately preceding the date hereof and has filed
all the reports required
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to be filed thereunder during the 12 months preceding the date hereof (or for
such shorter period that the issuer was required to file such reports); or has
securities registered pursuant to the Securities Act, has been subject to the
reporting requirements of Section 15(d) of the Exchange Act of 1934 for a period
of at least 90 days immediately preceding the date hereof and has filed all the
reports required to be filed thereunder during the 12 months preceding the date
hereof (or for such shorter period that the issuer was required to file such
reports). Interiors will use its best efforts to comply with all provisions of
Rule 144 of the Securities Act for so long as Buyers owns the Shares.
f. Interiors agrees that it shall take all action necessary to have
the Shares transferred into the name of the Buyers, including but not limited
to, instructing its transfer agent to transfer the Shares to the Buyers and
providing an opinion of counsel if one is requested by the Buyers and/or
Interiors' transfer agent.
g. The Shares are owned of record by the Escrow Agent and
beneficially by the Former Shareholders.
h. Upon delivery of the Shares and payment of the consideration
therefor pursuant to this Agreement good and marketable title to the Shares,
free and clear of all liens, encumbrances and pledges (other than liens,
encumbrances or pledges created by Buyers), will pass to Buyers.
i. There are no pending claims or claims which have been resolved
and not paid against the escrow account as per the terms of the Merger
Agreement.
8. Miscellaneous.
a. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal substantive laws (and not the laws
of conflicts) of the State of California.
b. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof, supersedes all prior and contemporaneous agreements, negotiations and
understandings between the parties, both oral and written relating to the
subject matter hereof.
c. Indemnification Among Shareholders' Representative and Buyers.
The Shareholders' Representative covenants and agrees to defend, indemnify and
hold harmless Buyers and each person who controls Buyers within the meaning of
the Securities Act from and against any damages (including reasonable legal fees
and costs of investigation) arising out of or resulting from: (i) any inaccuracy
in or breach of any representation, warranty, covenant or agreement made by the
Former Shareholders in this Agreement or in any writing delivered pursuant to
this Agreement, or (ii) the failure of the Former Shareholders to perform or
observe fully any covenant, agreement or provision to be performed or observed
by the Former Shareholders pursuant to this Agreement. Buyers covenant and agree
to defend, indemnify and hold harmless the Shareholders' Representative
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from and against any damages (including reasonable legal fees and costs of
investigation) arising out of or resulting from: (i) any inaccuracy in or breach
of any representation, warranty, covenant or agreement made by Buyers in this
Agreement or in any writing delivered pursuant to this Agreement; or (ii) the
failure by Buyers to perform or observe any covenant, agreement or condition to
be performed or observed by it pursuant to this Agreement.
d. Indemnification Among Escrow Agent and Buyers. The Escrow Agent
covenants and agrees to defend, indemnify and hold harmless Buyers and each
person who controls Buyers within the meaning of the Securities Act from and
against any damages arising out of or resulting from: (i) any inaccuracy in or
breach of any representation, warranty, covenant or agreement made by the Escrow
Agent in this Agreement or in any writing delivered pursuant to this Agreement,
or (ii) the failure of the Escrow Agent to perform or observe fully any
covenant, agreement or provision to be performed or observed by the Escrow Agent
pursuant to this Agreement. Buyers covenant and agree to defend, indemnify and
hold harmless the Escrow Agent from and against any damages arising out of or
resulting from: (i) any inaccuracy in or breach of any representation, warranty,
covenant or agreement made by Buyers in this Agreement or in any writing
delivered pursuant to this Agreement; or (ii) the failure by Buyers to perform
or observe any covenant, agreement or condition to be performed or observed by
it pursuant to this Agreement.
e. Indemnification Among Buyers and Interiors. Interiors covenants
and agrees to defend, indemnify and hold harmless Buyers and each person who
controls Buyers within the meaning of the Securities Act from and against any
damages arising out of or resulting from: (i) any inaccuracy in or breach of any
representation, warranty, covenant or agreement made by Interiors in this
Agreement or in any writing delivered pursuant to this Agreement, or (ii) the
failure of Interiors to perform or observe fully any covenant, agreement or
provision to be performed or observed by Interiors pursuant to this Agreement.
Buyers covenants and agrees to defend, indemnify and hold harmless Interiors and
each person who controls Interiors within the meaning of the Securities Act from
and against any damages arising out of or resulting from: (i) any inaccuracy in
or breach of any representation, warranty, covenant or agreement made by Buyers
in this Agreement or in any writing delivered pursuant to this Agreement, or
(ii) the failure by Buyers to perform or observe any covenant, agreement or
condition to be performed or observed by it pursuant to this Agreement.
f. Amendments; Waivers. This Agreement may be amended and the terms
or covenants of this Agreement may be waived, only by a written instrument
executed by all of the parties to this Agreement or, in the case of a waiver, by
the party waiving compliance. No waiver by any party of the breach of any term
or provision contained in this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such breach,
or a waiver of the breach of any other term or covenant contained in this
Agreement.
g. Notice. All notices and other communications which are required
or permitted hereunder or in connection with this Agreement shall be in writing
and
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shall be deemed to be sufficiently given (a) if delivered personally, upon
delivery, (b) if delivered by registered or certified mail (return receipt
requested), postage prepaid, upon the earlier of actual delivery or upon three
days after being mailed, and (c) if delivered by telecopy, upon confirmation of
transmission by telecopy, in each case to the parties at the following
addresses:
As to the Shareholders' Representative:
Xxxxx X. Xxxxxxx
00 Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
As to Buyers at their respective addresses set forth on
Schedule A:
With a copy to:
The Xxxxxxxxx Law Group, P.C.
00 Xxxxxxxx, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
As to Interiors:
Interiors, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000-0000
Attention: Xxx Xxxx
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With a copy to:
XxXxxx X. Xxxxx, Esq.
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx-Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
As to Escrow Agent:
U.S. Bank Trust, N.A.
Global Escrow Depository Services
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000
Either party hereto may, by notice given hereunder, designate any further
or different address to which subsequent notices or other communications shall
be sent.
h. Severability. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
i. Survival. The representations and agreements of the parties set
forth in Sections 3, 4, 5 and 6 of this Agreement shall survive any expiration
or termination of this Agreement.
j. Attorneys' Fees. If any party to this Agreement seeks to enforce
its rights under this Agreement, the prevailing party shall be entitled to
recover reasonable fees, costs and expenses incurred in connection therewith
including, without limitation, the fees, costs and expenses of attorneys,
accountants and experts, whether or not litigation is instituted, and including
such fees, costs and expenses of appeals.
k. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors, heirs and assigns; provided, however, that no party may assign
either this Agreement or any of its rights, interests or obligations hereunder
in whole or in part without the prior written consent of the other parties
hereto, and any such transfer or assignment without said consent shall be void,
ab initio. Subject to the immediately preceding sentence, this Agreement is not
intended to benefit, and shall not run to the benefit of or be enforceable by,
any other person or entity other than the parties hereto and their permitted
successors and assigns.
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l. Further Assurances. Subject to the terms and conditions of this
Agreement, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable legal requirements, to
consummate and make effective the transactions contemplated by this Agreement.
If at any time after the execution of this Agreement any further action is
necessary or desirable to carry out the purposes of this Agreement, the Former
Shareholders or the proper officers or directors of Interiors or Buyers, as the
case may be, shall take or cause to be taken all such necessary or convenient
action and execute, and deliver and file, or cause to be executed, delivered and
filed, all necessary or convenient documentation.
m. Counterparts; Facsimile; Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original.
n. Reliance. It is agreed and understood that each party is entering
into this Agreement based upon, and is relying upon, the representations and
warranties of all other parties to this Agreement.
o. Actions of Shareholders' Representative. All actions, decisions
and instructions of the Shareholders' Representative shall be final, conclusive
and binding upon the Former Shareholders.
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IN WITNESS WHEREOF, the parties to this Agreement have executed or caused
to be executed this Agreement as of the date first above written.
SHAREHOLDERS' REPRESENTATIVE:
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx X. Xxxxxxx
ESCROW AGENT:
U.S. Bank Trust,
a national association
By: /s/ illegible
-------------
An Authorized officer
BUYERS:
DOMINION CAPITAL FUND, LTD.
By: /s/ illegible
-------------
An Authorized officer
DOMINION INVESTMENT FUND, LLC
By: /s/ illegible
-------------
An Authorized officer
SOVEREIGN PARTNERS LP
By: /s/ illegible
-------------
An Authorized officer
INTERIORS:
Interiors, Inc.,
a Delaware corporation
By: /s/ Xxx Xxxx
-------------
An Authorized officer
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SCHEDULE A
1. DOMINION CAPITAL FUND, LTD.
c/o Citco Fund Services
Bahamas Financial Center, 0xx Xxxxx
Xxxxxxx & Xxxxxxxxx Xxxxxxx
XX 00000
Nassau, Bahamas
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Investment Amount: $400,000 (260,000 shares)
2. DOMINION INVESTMENT FUND, LLC
c/o Citco Fund Services
Bahamas Financial Center, 0xx Xxxxx
Xxxxxxx & Xxxxxxxxx Xxxxxxx
XX 00000
Nassau, Bahamas
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Investment Amount: $100,000 (65,000 shares)
3. SOVEREIGN PARTNERS LP
00 Xxxxx Xxxxxx, Xxxxx #00
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Investment Amount: $500,000 (325,000 shares)
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