SHAREHOLDERS' AGREEMENT
SHAREHOLDERS' AGREEMENT dated as of July __, 1996 (this "Agreement") by
and among NAVIDEC, Inc., a Colorado corporation (the "Corporation"), and the
Persons (as hereinafter defined) listed on Schedule A hereto (together with
their transferees of shares of Common Stock (as hereinafter defined) and all
Persons who become a party to this Agreement after the date hereof, the
"Shareholders"). All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed in Article 5 hereto.
RECITAL
On the date hereof, the Shareholders own all of the outstanding shares
of common stock, no par value (the "Common Stock"), of the Corporation and
wish (1) to provide for the continuity of management of the Corporation, (2)
to avoid dissension among the parties holding Common Stock, (3) to control
the transfer of the shares of Common Stock, and (4) to otherwise make
provision for the future management of the Corporation.
AGREEMENTS
Accordingly, the parties hereto agree as follows:
ARTICLE 1 -- OWNERSHIP OF COMMON STOCK
1.1 OWNERSHIP. The Shareholders own the number of shares of Common
Stock set forth opposite their respective names on Schedule A hereto.
1.2 AUTHORIZED CAPITAL STOCK. The authorized capital stock of the
Corporation on the date hereof consists of 20,000,000 shares of Common Stock.
Except for the 4,000,000 shares of Common Stock listed on SCHEDULE A hereto,
no shares of capital stock of the Corporation are outstanding on the date
hereof.
ARTICLE 2 -- RESTRICTIONS ON TRANSFER
2.1 TRANSFERS VOID. Each Shareholder agrees that it will not for a
period of three years from the date hereof (the "Restricted Period") sell,
give, transfer, assign, pledge, or otherwise grant a security interest in
(collectively, "Transfer"), any Common Stock now owned or hereafter acquired
by such Shareholder, except as expressly permitted by, and in compliance
with, the terms and conditions of Sections 3.1, 3.2, 3.3 or 3.4 and 3.5 (if
applicable) hereof (each, a "Permitted Transfer"). Any Transfer in violation
of this Section 2.1 shall be null and void. After the expiration of the
Restricted Period, each Shareholder shall be entitled to Transfer shares of
Common Stock to any other Person only in accordance with the remaining
provisions of this Agreement.
2.2 ALL TRANSFERS IN COMPLIANCE WITH LAW AND SUBJECT TO THIS AGREEMENT.
(a) Every Transfer of shares of Common Stock otherwise permitted
or required by this Agreement shall be in compliance with federal and state
securities laws, including without limitation the Securities Act, and the
Corporation may require an opinion of counsel to the transferor of such
shares as to such compliance.
(b) Every Transfer of shares of Common Stock otherwise permitted
or required by this Agreement shall be, and the Person to whom any shares of
Common Stock are transferred (other than pursuant to a public offering or a
sale pursuant to Rule 144 of the Securities Act) shall agree to take and hold
such shares of Common Stock, subject to this Agreement. Without limiting the
generality of the foregoing, the provisions of this Section 2.2(b) shall
apply to every Transfer to any Affiliate, or the estate, executors,
administrators, personal representatives, heirs, and devises, of any
Shareholder. No Transfer shall be effective unless and until the transferee
of the shares of Common Stock sought to be transferred shall execute and
deliver to the Corporation an instrument in which such transferee agrees to
be bound by this Agreement and to observe and comply with this Agreement and
with all obligations and restrictions imposed on Shareholders hereby.
(c) Prompt notice shall be given by the transferor to all the
parties hereto of any Transfer of shares of Common Stock.
ARTICLE 3 -- PERMITTED TRANSFERS
3.1 TRANSFERS TO FAMILY MEMBERS. Each Shareholder who is a natural
person may, at any time or times, Transfer any or all of his or her shares of
Common Stock to the following Persons:
(a) his or her spouse, siblings, or descendants;
(b) to the trustee(s) of one or more trusts (the terms of which
are not inconsistent with this Agreement) at any time established by such
Shareholder for the sole benefit of one or more Persons listed in clause (a)
above; or
(c) to the trustee(s) of one or more voting trusts of which all
voting trust certificates are owned by one or more Persons listed in clause
(a) above;
(the Persons described in clauses (a) through (c) above are collectively
referred to herein as "Family Members").
3.2 TRANSFERS TO AFFILIATES. Each Shareholder that is not a natural
person may, at any time or times, transfer any or all of its shares of Common
Stock to one or more of its Affiliates.
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3.3 TRANSFERS TO OTHER SHAREHOLDERS. Notwithstanding any other
provision of this Agreement to the contrary, any Shareholder shall be
entitled to Transfer shares of Common Stock to any other Shareholder who is a
party to this Agreement or to the Corporation.
3.4 TRANSFERS WITH CONSENT. Notwithstanding any other provision of this
Agreement to the contrary, Shareholders may Transfer shares of Common Stock
to any Person with the written consent of the other Shareholders holding an
aggregate of at least 70% of the shares of Common Stock then held by all of
the Shareholders.
3.5 NOTICE OF TRANSFER. Unless waived or modified by the Corporation,
each transferor of shares of Common Stock pursuant to Sections 3.1, 3.2 or
3.3 above shall give notice to the Corporation of the intention to make any
such Transfer not less than ten days prior to effecting such Transfer, which
notice shall state the name and address of each proposed transferee, the
number of shares of Common Stock proposed to be transferred to each, and the
date of the proposed Transfer.
ARTICLE 4 -- CERTAIN RIGHTS WITH RESPECT TO COMMON STOCK
4.1 RIGHT OF FIRST REFUSAL.
(a) Subject to Section 2.1 above, if any Shareholder (an "RFR
Transferor") receives from any Person (an "RFR Transferee") any proposal
(other than a Permitted Transfer described in Section 3.1 or 3.2 hereof) to
purchase any shares of Common Stock ("RFR Securities"), and the RFR
Transferor intends to accept such proposal, the RFR Transferor shall give
prompt notice (an "RFR Notice") to the Corporation and each other Shareholder
to such effect, which notice shall include the following:
(1) a copy of the proposal or, if not in writing, a full
description thereof;
(2) the proposed purchase price;
(3) whether the proposed purchase price is payable in cash,
notes, securities or other forms of consideration;
(4) the name of the RFR Transferee;
(5) the conditions and timing of the proposed purchase; and
(6) all other terms upon which such transfer is proposed to
be made.
In addition, the RFR Transferor shall notify the RFR Transferee of the
rights of the Corporation and each other Shareholder hereunder.
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(b) Upon receipt of the RFR Notice, the Corporation and each other
Shareholder shall each have an irrevocable option to purchase all or any
number of the RFR Securities on the same terms and conditions as those set
forth in the RFR Notice in the following order of priority:
(1) the option to purchase the RFR Securities shall be
exercisable first by the Corporation within five Business Days after receipt
of the RFR Notice: to the extent the Corporation does not purchase all of the
RFR Securities, the Corporation shall give each other Shareholder a notice to
that effect;
(2) subject to Section 4.1(d) below, within five Business
Days after receipt of such notice from the Corporation, each other
Shareholder shall have the option to purchase, Pro Rata, that part of the RFR
Securities which the Corporation has elected not to purchase, with any
remaining RFR Securities to be iteratively allocated Pro Rata to the
Shareholders electing to purchase them.
(c) If the Corporation and/or the Shareholders do not exercise
their option to purchase all of the RFR Securities on the basis set forth
above, then the RFR Transferor shall be free to sell the RFR Securities to the
RFR Transferee on the terms which were contained in the RFR Notice for a
period of 120 days from the earlier of the following:
(1) the expiration of the option period described in
Section 4.1(b) above (or as extended by Section 4.1(d) below); and
(2) the date such RFR Transferor shall have received written
notice from the Corporation and each Shareholder stating that the option
granted to them under the foregoing provisions will not be exercised in full.
Any transfer to the RFR Transferee not made within such 120-day period or
which is proposed to be made on terms other than those set forth in the RFR
Notice may only be made, if at all, after again complying with this
Section 4.1.
(d) Notwithstanding any other provision of this Agreement to the
contrary, if the RFR Transferor is an original party to this Agreement
(designated as an "Original Shareholder" on the execution page hereto), or a
transferee thereof, then the Original Shareholders shall have the option to
purchase the RFR Securities within five Business Days after the date of
receipt of notice from the Corporation pursuant to Section 4.1(b)(1) hereof,
and to the extent the Original Shareholders do not purchase all of the RFR
Securities, the Original Shareholders shall give the other Shareholders a
notice to that effect, and such other Shareholders then shall have the option
to acquire the remaining RFR Securities in accordance with Section 4.1(b)(2)
hereof, and the period for exercise of such option shall begin upon receipt of
such notice from the Original Shareholders rather than the Corporation.
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4.2 LEGALLY BINDING OBLIGATION. The giving of a notice or the accepting
of an offer as provided in Section 4.1 hereof shall create a legally binding
obligation as provided in such Section 4.1.
4.3 INVOLUNTARY TRANSFERS. If an Involuntary Transfer of any of the
Common Stock owned a Shareholder shall occur, the other Shareholders shall
have the same right of first refusal provided in Section 4.1 hereof with
respect thereto as if the Involuntary Transfer had been a proposed voluntary
Transfer by such Shareholder, governed by Section 4.1, except that
(a) the periods within which such rights must be exercised shall
run from the date upon which notice of the Involuntary Transfer is received,
(b) such rights shall be exercised by notice to the Involuntary
Transferee ("Involuntary Transfer Notice") rather than the Shareholder who
suffered the Involuntary Transfer, and
(c) the purchase price per share of Common Stock shall be the
"fair market value" thereof determined as follows:
(1) as agreed upon in writing by the Involuntary Transferee
and the other Shareholders making such purchase, or, failing such agreement
within five Business Days of receipt of the Involuntary Transfer Notice by
the Involuntary Transferee,
(2) as determined by an investment banking firm that is
(i) reasonably satisfactory to both the Involuntary Transferee and the
Shareholders making such purchase and (ii) willing and able to complete the
valuation within forty-five days of being retained to do so, or, failing such
agreement within ten Business Days of receipt of the Involuntary Transfer
Notice by the Involuntary Transferee,
(3) as determined by an investment banking firm selected by
the Corporation's auditors/accountants for such purpose.
The determination of the purchase price per share by an investment
banking firm hereunder shall be final and binding upon all parties hereto and
the Involuntary Transferee. The fees of such investment banking firm shall be
split equally among the Corporation and Shareholders making such purchase.
The closing of any purchase under this Section 4.3 shall be held at the
principal office of the Corporation at 11:00 A.M. local time on the
forty-fifth day after the date on the purchase price per share has been
determined, or at such other time and place as the parties to the transaction
may agree upon. At such closing, the Involuntary Transferee shall deliver
certificates representing the shares being purchased by the Shareholders,
duly endorsed for transfer and accompanied by all requisite stock transfer
taxes. The Involuntary Transferee shall represent and
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warrant that it is the beneficial owner of such Common Stock and that such
Common Stock is free and clear of any liens, claims, options, charges,
encumbrances, or rights of others arising through the action or inaction of
the Involuntary Transferee. The Shareholders making such purchase shall
deliver at closing, by official bank check, payment in full for such Common
Stock. At such closing, all parties to the transaction shall execute such
additional documents as are otherwise appropriate.
In the event that the provisions of this Section 4.3 shall be held to be
unenforceable with respect to any particular Involuntary Transfer of Common
Stock, the other Shareholders shall have the rights provided in Section 4.1
hereof if the transferee of the Involuntary Transfer subsequently obtains a
bona fide offer for, and desires to transfer, such Common Stock, in which
event such transferee shall be deemed to be the "RFR Transferor" under
Section 4.1 and shall be bound by the other provisions of that Section and
the related provisions of this Agreement.
ARTICLE 4.4--DEFINITIONS
As used herein, the following terms shall be defined as follows:
"Affiliate" shall have the meaning ascribed in the Securities Act.
"Agreement" shall have the meaning ascribed in the Preamble.
"Business Day" shall mean any day which is not a weekend, holiday, or
other day on which banks are required to be closed in the State of Colorado.
"Common Stock" shall have the meaning ascribed in the Recital.
"Corporation" shall have the meaning ascribed in the Preamble.
"Family Member" shall have the meaning ascribed in Section 3.1 hereof.
"Involuntary Transfer" shall mean any Transfer, proceeding, or action by
or in which a Shareholder shall be deprived or divested of any right, title,
or interest in or to any of the Common Stock, including, without limitation,
any seizure under levy of attachment or execution, any transfer in connection
with bankruptcy (whether pursuant to the filing of a voluntary or
involuntary petition under the Federal Bankruptcy Code of 1978, or any
modifications or revisions thereto) or other court proceeding to a debtor in
possession, trustee in bankruptcy or receiver or other officer or agency, any
transfer to a state or to a public officer or agency pursuant to any statute
pertaining to escheat or abandoned property, any transfer pursuant to a final
decree of a court in a divorce action, any transfer upon or occasioned by the
incompetence of any Shareholder, or any transfer to a legal representative
of any Shareholder. Permitted Transfers shall not be considered Involuntary
Transfers.
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"Involuntary Transferee" shall mean the proposed recipient of Common
Stock pursuant to any Involuntary Transfer.
"Involuntary Transfer Notice" shall have the meaning ascribed in Section
4.3(b) hereof.
"Original Shareholder" shall have the meaning ascribed in Section 4.1(d)
hereof.
"Permitted Transfer" shall have the meaning ascribed in Section 2.1
hereof.
"Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority, or other entity of
whatever nature.
"Pro Rata" shall mean, with respect to any Shareholder, the fraction,
expressed as a percentage, with a numerator equal to the number of shares of
Common Stock then owned by that Shareholder and a denominator equal to the
aggregate number of shares of Common Stock then owned by all Shareholders.
"RFR Notice" shall have the meaning ascribed in Section 4.1(a) hereof.
"RFR Securities" shall have the meaning ascribed in Section 4.1(a) hereof.
"RFR Transferee" shall have the meaning ascribed in Section 4.1(a) hereof.
"RFR Transferor" shall have the meaning ascribed in Section 4.1(a) hereof.
"Restricted Period" shall have the meaning ascribed in Section 2.1 hereof.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Transfer" shall have the meaning ascribed in Section 2.1 hereof.
ARTICLES 4.5--MISCELLANEOUS
4.6. TERMINATION OF RESTRICTIONS ON TRANSFER AND RIGHTS OF FIRST
REFUSAL. The provisions of Articles 2 and 4 and Section 7.3 of this
Agreement shall terminate upon the sale by the Corporation and/or
Shareholders of at least 25% of the shares of Common Stock (based on the
total number of shares outstanding immediately after such sale) pursuant to
a registration statement under the Securities Act.
4.7 INSPECTION RIGHTS. The Shareholders shall have the right to
inspect all financial records and physical facilities of the Corporation, as
long as the time, place, and manner are reasonable.
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4.8. GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Colorado.
4.9 LEGEND. Each certificate of Common Stock now held or hereafter
acquired by any Shareholder shall, for as long as this Agreement is effective
or required by applicable law, bear a legend substantially as follows:
The transfer of any of the shares of Common Stock represented by
this certificate are restricted by the terms of a certain
Shareholders' Agreement, a copy of which may be inspected at the
Corporation's principal office. Any sale of the Common Stock
represented by this certificate is subject to certain rights of
first refusal held by other Shareholders of the Corporation, and
other transfers are generally prohibited.
The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or applicable state
securities laws. The shares represented by this certificate may not
be transferred, sold, offered for sale, or otherwise disposed of
unless there is an effective registration statement or other
qualification relating to such securities under the Securities Act
of 1933, as amended, and any applicable state securities laws, or
unless the Corporation receives an opinion of counsel satisfactory
to the Corporation that such registration or other qualification
under the Securities Act of 1933, as amended, and any applicable
state securities laws is not required in connection with such
transfer, sale, offer or disposition.
4.10. BINDING ON TRANSFEREES. The provisions of this Agreement shall
be binding upon and inure to the benefit of any permitted transferee of
capital stock owned by the Shareholders from and after the effective date
hereof.
4.11. NOTICES. Notices hereunder shall be given only by personal
delivery, registered or certified mail, return receipt requested, or
overnight courier service and shall be deemed received when personally
delivered or five days after being deposited in the mail or one day after
being delivered to a courier service or a carrier for electronic transmittal
(as the case may be), postage or charges prepaid, and properly addressed to
the particular party to whom the notice is to be sent. Unless and until
changed by notice given as provided herein, notices shall be sent to the
addresses set forth on Schedule A hereto.
4.12. REFERENCES TO CLOSING DATES. If any date specified hereunder as
a closing date shall fall on other than a Business Day, such closing date
shall occur on the next succeeding Business Day, subject to the right of the
parties hereto to set a different closing date as provided
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herein.
4.13. SEVERABILITY. In the event that any provision hereof is held
void or unenforceable by any court, then such provision shall be severable
and shall not affect the remaining provisions hereof.
4.14. COUNTERPARTS. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
4.15. ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the
entire understanding of the parties and supersedes all prior agreements,
arrangements, outlines and communications, whether oral or written, with
respect to the subject matter hereof. This Agreement shall be amended from
time-to-time to reflect changes in the composition of the Shareholders and
changes in stock ownership that may occur from time-to-time as a result of
Transfers permitted hereunder. Subject to the provisions of Section 6.1
hereof, this Agreement and/or its provisions may be amended, revised or
terminated with the prior written consent of Shareholders and their
respective permitted transferees, if any, owning an aggregate of 70% of the
shares of Common Stock then outstanding and owned by Shareholders and their
respective transferees.
4.16. WAIVER. Any failure by a party hereto to comply with any
obligation, agreement or condition herein may be expressly waived as set forth
in Section 6.10 hereof, but such waiver or failure to insist upon strict
compliance with such obligation, agreement, or condition shall not operate as
a waiver of, or estoppel with respect to, any such subsequent or other
failure.
4.17. CONSENT TO SPECIFIC PERFORMANCE. The parties hereto declare that
it is impossible to measure in money the damages which would accrue to a
party by reason of another party's failure to perform any of the obligations
hereunder. Therefore, if any party shall institute any action or proceeding
to enforce the provisions hereof, any party against whom such action or
proceeding is brought hereby waives any claim or defense therein that the
plaintiff party has any adequate remedy at law, and consents to specific
performance as a remedy.
4.18. NEW PARTIES. The Corporation shall not record a transfer of
Common Stock from any Shareholder to any Person not a party hereto unless
such Person shall execute an acknowledgment of the terms hereof and an
agreement to be bound hereby. Upon execution of such acknowledgments, such
new Shareholder shall be deemed for all purposes to be a party hereto, and
shall be subject to all the obligations and entitled to all the benefits
created hereby with respect to Shareholders.
4.19. VARIATIONS IN PRONOUNS. All pronouns and variations thereof
shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the antecedent Person or Persons or entity or
entitles may require.
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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement as of the date first above written.
NAVIDEC, Inc.
By: ___________________________________
Name:
Title:
ORIGINAL SHAREHOLDERS:
_______________________________________
Xxxxx Xxxxxx
_______________________________________
Xxxxxxxx X. Xxxxxxx
_______________________________________
Xxxxxx Xxxxxx
_______________________________________
Xxxxxxx X. Xxxxxxxxx
_______________________________________
Xxxxx X. Xxxxxxxxxxx
_______________________________________
Xxxxxx Xxxxxxxx II
_______________________________________
Xxx Xxxx
_______________________________________
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Xxxxxxx X. Xxxxxxxx
_______________________________________
Xxx Xxxxxxxx
_______________________________________
Xxxxxx Xxxxxx
_______________________________________
Xxxx Xxxx
_______________________________________
Xxxx Xxxxxxxxx
_______________________________________
Xxxxx Xxx
_______________________________________
Xxxxx Xxxxxxx Tamundong Xxxxxx
_______________________________________
Louis Xxxxxx Xxxxx XX
_______________________________________
Xxxxxx Xxxxxx
_______________________________________
Xxxxxxxxx Xxxxx
_______________________________________
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Xxxxxx Xxxxx
_______________________________________
Xxxx Xxxxxx
_______________________________________
Xxxxxxx Xxxxxxxx
_______________________________________
Xxxxx Xxxxxxx
_______________________________________
Xxxxx Xxxxxxxxxx
_______________________________________
Xxx Xxxxxxxxx
_______________________________________
Xxx Xxxx
_______________________________________
Xxxxxxx Xxxxxxx
_______________________________________
Xxxx Xxxxxxx
_______________________________________
Xxxxxxx Xxxxx
_______________________________________
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Xxxxx Xxxxxxxxx
_______________________________________
Xxxxx Xxxxxxxxxx
_______________________________________
LGC Management
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SCHEDULE A
SHAREHOLDERS
Name and Address Shares
---------------- ------
Xxxxx Xxxxxx 1,838,687
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx 813,669
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxx 250,000
0000 Xxxxxxx Xxxx 000
Xxxxxxxx Xxxxxxx, XX
00000
Xxxxxxx X. Xxxxxxxxx 314,671
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000
Xxxxx X. Xxxxxxxxxxx 171,393
00000 X. 00xx Xxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxxxx II 171,393
0000 X. Xxxxx Xxx.
Xxxxxxxxx Xxxxx, XX 00000
Xxx Xxxx 38,087
0000 X. Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 200
0000 X. Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxx Xxxxxxxx 300
0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxxx 200
0000 X. Xxxxxx Xxx
Xxxxxx, XX 00000
Xxxx Xxxx 1,000
0000 X. Xxxxx
Xxxxxxxxx, XX 00000
Xxxx Xxxxxxxxx 100
0000 Xxxxxxx Xx. #0
Xxxxxx, XX 00000
Xxxxx Xxx 100
0000 X. Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx Tamundong 200
Xxxxxx
0000 X. Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Louis Xxxxxx Xxxxx XX 500
00000 Xxxx 000xx Xxxxxx
Xxxxxxxxxxx, XX 00000
Xxxxxx Xxxxxx 50,000
0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxxxx Xxxxx 50,000
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxx 50,000
0000 X. Xxx Xxx
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxx 6,000
0000 X. Xxx, Xxxx 0-000
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxx 6,000
0000 X. Xxxxxxxx Xxx., Xxxx X
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxxxx 20,000
0000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xxx Xxxxxxxxx 4,000
00000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Xxx Xxxx 4,000
0000 X. Xxxxxxxxx Xx.
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx 5,000
00000 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxxxx 350
0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxx 750
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxxxxxx 350
0000 X. Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxxxxx 750
0000 X. Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
LGC Management 10,000
Reserved for Future Issuance 193,300
TOTAL 4,000,000
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