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Exhibit 10.28
OPERATING AGREEMENT
OF BLP ACQUISITION LLC
A NEW YORK LIMITED LIABILITY COMPANY
Operating Agreement, dated as of July 2, 1998, by and between the Persons
who have executed the signature page(s) hereto as Members and who from time to
time hereafter execute this Agreement as Members.
W I T N E S S E T H:
WHEREAS, the parties have formed a limited liability company (together
with any successor limited liability company, the "Company") under the New York
Limited Liability Company Law (the "Act") and upon the terms and conditions of
this Agreement; and
WHEREAS, the Members wish to set forth their agreement as to how the
business and affairs of the Company shall be managed and their rights and
obligations with respect to the Company.
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
FORMATION AND BUSINESS OF THE COMPANY
1.1 FORMATION. The Company was organized on May 27, 1998, in accordance with
and pursuant to the Act.
1.2 NAME. The name of the Company is BLP Acquisition LLC. The Company may do
business under that name and, as permitted by applicable law, under any other
name determined from time to time by the Members.
1.3 PURPOSE OF THE COMPANY. The purpose of the Company shall be to engage only
in the purchase, ownership, financing and management of the real property
located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("139 Centre Street"). The
Company may exercise all powers necessary to or reasonably connected with the
Company's business from time to time, and may engage in all activities
necessary, customary, related or incidental to the foregoing.
1.4 PRINCIPAL OFFICE. The Company's principal place of business shall be
located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place
determined from time to time by ATC Merger Corp., a New York corporation
("ATC"), which has been designated Member-Manager of the Company.
1.5 REGISTERED AGENT. The Secretary of State of the State of New York is
designated as agent of the Company upon whom process against it may be served.
The post office address within the State of New York to which the Secretary of
State of the State of
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New York shall mail a copy of any process against the Company served upon him or
her is c/o Globix Corporation, attention Xxxx Xxxx, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000. The registered agent may be changed from time to time by
the Member-Manager upon the filing of the name and address of the new registered
agent with the Secretary of State of the State of New York pursuant to the Act.
1.6 TERM. The term of the Company shall commence on the date hereof and
continue until the Company is dissolved in accordance herewith and with the Act.
1.7 MEMBERS. The names, addresses, facsimile numbers, taxpayer identification
numbers and Percentage Interests of the Members are set forth on Exhibit A
attached hereto, as amended from time to time.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. As used herein, the following terms shall have the respective
meanings set forth below:
"ACT" shall have the meaning set forth in the preamble of this
Agreement.
"AGREEMENT" shall mean this Operating Agreement, as originally
executed and as amended from time to time in accordance with the terms hereof
and with the Act.
"CERTIFICATE" shall mean the Certificate of Formation of the Company
in the form attached hereto as Exhibit B.
"CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"COMPANY" shall mean BLP Acquisition LLC, a New York limited
liability company.
"ENTITY" shall mean any corporation, limited liability company,
partnership, limited partnership, venture, trust, estate, governmental entity or
other entity.
"FISCAL YEAR" shall mean the Company's accounting, tax and fiscal
year, which shall be the calendar year.
"MEMBER" shall mean any Person executing this Agreement as of the
date hereof as a member or hereafter admitted to the Company as a member as
provided in this Agreement, but excluding any Person who has ceased to be a
Member in the Company. As the context may require, in connection with the
allocation of any item of income, gain, loss, deduction, profit or distribution,
but not otherwise, the term "Member" shall include unadmitted transferees of
Members who are treated as
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partners of the Company for federal income tax purposes.
"MEMBERSHIP INTEREST" shall mean, for each Member, the percentage
interest set forth opposite such Member's name on Exhibit A hereto.
"PERSON" shall mean any natural person or Entity.
"PROFITS" and "LOSSES" of the Company for any Fiscal Year shall mean
an amount, to be determined as soon as practicable after the close of such
Fiscal Year, which is equal to the taxable income or loss of the Company for
such Fiscal Year, as determined in accordance with Section 703(a) of the Code,
and as adjusted as follows: (i) Company income exempt from U.S. federal income
taxation and not otherwise taken into account shall be added to such taxable
income or loss, (ii) Company expenses and costs not deductible or properly
chargeable to capital for federal income tax purposes and not otherwise taken
into account shall be subtracted from such taxable income or loss, (iii) all
items of Company income, gain, loss or deduction shall be computed without
reference to any basis adjustments under Section 734(b) or Section 743(b) of the
Code, and (iv) any items of Company income, gain, loss or deduction which are
specially allocated pursuant to Section 5.2 hereof shall not be taken into
account.
2.2 REFERENCES. All references herein to one gender shall include the others
and the singular shall include the plural and vice versa as appropriate. All
references to an Entity shall be deemed to include its successors and assigns,
to the extent succession or assignment is not restricted by this Agreement.
Unless otherwise expressly provided, all references to "Articles" or "Sections"
are to Articles or Sections of this Agreement and all references to "Exhibits"
are to the exhibits attached hereto, each of which is made a part hereof for all
purposes.
ARTICLE III
MEMBERS; TRANSFERS OF INTERESTS
3.1 MEMBERS. The Members of the Company are those Persons set forth on Exhibit
A.
3.2 REPRESENTATIONS AND WARRANTIES. Each Member hereby represents and warrants
to the Company and each other Member that: (a) such Member's authorization,
execution, delivery and performance of this Agreement do not conflict with any
other agreement or arrangement to which that Member is a party or by which it is
bound or with any law or regulation to which that Member is subject; (b) such
Member is acquiring its Membership Interest for its own account and not with a
view to a sale or distribution thereof in violation of any securities laws and
such Member has received, or has had access to, all information which it
considers necessary or advisable to that Member's decision concerning its
acquisition of the Membership Interest; and (c)
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this Agreement constitutes a valid, binding and enforceable agreement of that
Member, subject to general equitable principles and except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general application relating to creditors'
rights.
3.3 ADDITIONAL INTERESTS. Additional Persons may be admitted as Members, only
with the consent of, and upon the terms and conditions determined by, the
Member-Manager. Exhibit A shall be amended from time to time to reflect the
name, address and capital contribution of any Person admitted as an additional
Member.
3.4 TRANSFER OF INTERESTS.
(a) No Member shall sell, assign, pledge or otherwise transfer or encumber
(collectively, "transfer") all or any part of its interest in the Company, and
no transferee of all or any part of the interest of a Member shall be admitted
as a substituted Member, without, in either event, having obtained the prior
written consent of the Member-Manager. Notwithstanding anything to the contrary
in the preceding sentence, the Members agree that Princeton Capital LLC
("Princeton") shall have the right to grant a security interest in its
Membership Interest to a financial institution, provided, however, that at the
time the security interest is granted such financial institution shall execute
and deliver an agreement to the effect that such financial institution (i) has
received a copy of this Agreement and the Put Call Agreement (as defined in
Section 3.4(c)), and (ii) agrees to be bound by all the terms and conditions of
this Agreement and the Put Call Agreement in the event of foreclosure on the
security interest.
(b) The Members shall amend Exhibit A hereto from time to time to reflect
transfers permitted under and made in accordance with this Section 3.4. Any
purported transfer in violation of this Section 3.4 shall be null and void and
shall not be recognized by the Company.
(c) The Members acknowledge that certain Purchase Agreement dated as of
June 2, 1998, as amended (the "Put Call Agreement"), between Hanover Equities,
Inc. ("Hanover") as nominee for Princeton, and Globix Corporation ("Globix").
Hanover has assigned all its right, title and interest in and to the Put Call
Agreement to Princeton. The Put Call Agreement sets forth the terms and
conditions pursuant to which Princeton can require Globix to purchase all of
Princeton's right, title and interest in the Company, and pursuant to which
Globix can require Princeton to sell all of it's right, title and interest in
the Company to Globix.
3.5 WITHDRAWAL. No Member shall have the right to withdraw from the Company
except with the consent of the Member-Manager. The
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provisions hereof with respect to distributions upon withdrawal are exclusive
and no Member shall be entitled to claim any further or different distribution
upon withdrawal under Section 509 of the Act or otherwise.
ARTICLE IV
CAPITAL CONTRIBUTIONS
4.1 CAPITAL CONTRIBUTIONS.
(a) Effective as of the date hereof, each of the Members has contributed
the amount of cash set forth next to such Member's name on Exhibit A hereto as a
capital contribution ("Capital Contribution").
(b) No Member shall have any obligation to make any Capital Contribution
other than the Capital Contribution referred to in Section 4.1(a).
4.2 CAPITAL ACCOUNTS. The Company shall maintain for each Member a single,
separate capital account that shall reflect the value of such Member's
investment in the Company (a "Capital Account"). Capital Accounts shall be
maintained in accordance with the rules of Treasury Regulation Section
1.704-1(b)(2)(iv), and the provisions of this Agreement relating to the
maintenance of Capital Accounts shall be interpreted and applied in a manner
consistent therewith.
4.3 RETURN OF CONTRIBUTIONS. A Member is not entitled (except as otherwise
expressly provided by other provisions of this Agreement) to the return of any
part of its Capital Contributions or to be paid interest in respect of either
its Capital Account or its Capital Contributions. An unrepaid Capital
Contribution is not a liability of the Company or of the other Members. A Member
is not required to contribute or to lend any cash or property to the Company to
enable the Company to return any other Members' Capital Contributions.
4.4 DEFICIT CAPITAL ACCOUNTS. Notwithstanding any other provision hereof to
the contrary, to the extent that a deficit, if any, exists in the Capital
Account of any Member, such deficit shall not be an asset of the Company and
such Member shall not be obligated to contribute such amount to the Company to
bring the balance of such Member's Capital Account to zero.
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
5.1 ALLOCATIONS. After giving effect to the special allocations set forth in
Section 5.2, Profits and Losses of the Company for each taxable period and all
items of income, gain, loss and deduction taken into account in computing
Profits and Losses for such taxable period shall be allocated to the Members in
accordance with their respective Membership Interests, provided,
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however, that Profits shall be allocated to Princeton pursuant to Section
5.3(b).
5.2 SPECIAL ALLOCATIONS. Notwithstanding the provisions of Section 5.1 of this
Agreement to the contrary, the following special allocations shall be made for
each taxable period in the following order and priority:
(a) The Treasury Regulations promulgated under Code Section 704(b)
relating to the qualified income offset, minimum gain chargeback, minimum gain
chargeback with respect to Member nonrecourse debt, the allocation of
nonrecourse deductions and the allocation of items of deduction, loss or
expenditure relating to Member nonrecourse debt are hereby incorporated by this
reference and shall be applied to the allocation of Company items of income,
gain, loss or deduction in the manner necessary to comply with such Treasury
Regulations. For purposes of this Section 5.2(a), nonrecourse deductions of the
Company shall be allocated among the Members in proportion to their respective
Membership Interests.
(b) Code Section 704(c) Allocations. When the fair market value of a
Company asset is different from its adjusted tax basis for income tax purposes,
then, solely for federal, state and local income tax purposes and not for
purposes of computing Capital Accounts, income, gain, loss, deduction and credit
with respect to such assets ("Section 704(c) Assets") shall be allocated among
the Members to take this difference into account in accordance with the
principles of Code Section 704(c), as set forth herein and in the Treasury
Regulations thereunder and under Code Section 704(b). To correct distortions
created by the "ceiling rule" of Treasury Regulation Section 1.704-3(b)(1), to
the extent permitted or required by Treasury Regulations, the Company may make
curative allocations of Company tax items (other than those with respect to
Section 704(c) Assets) so that allocations of tax items may be made to effect
the purposes of Code Sections 704(b) and 704(c) by allocating the tax
consequences of precontribution gain or loss to a contributing Member.
(c) Curative Allocations. In the event that items of income, gain, loss or
deduction are allocated pursuant to Section 5.2(a) above, subsequent items of
income, gain, loss or deduction will first be allocated (subject to the
provisions of Section 5.1(b)(i)) to the Members in a manner designed to result
in each Member having a Capital Account balance equal to what it would have been
had the original allocation of Profit or Loss, or items thereof pursuant to
Section 5.2(a) not occurred.
5.3 DISTRIBUTIONS.
(a) Distributions of cash or other assets of the Company shall be made at
such time and in such amounts as may be determined by the Member-Manager to each
Member in accordance
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with its Membership Interest, provided, however, that distributions to Princeton
or its designee shall be made in accordance to the provisions of Section 5.3(b)
herein.
(b) In lieu of any distributions to be made to Princeton in accordance
with its Membership Interest, the Company shall pay Princeton a preferred
guaranteed distribution of $15,167 per month (the "Monthly Amount"). The Monthly
Amount shall be payable, in arrears, on the first day of each month commencing
August 1, 1998. It is understood and agreed that upon the Closing Date, as such
term is defined in the Put Call Agreement, the Company's obligation to pay
Princeton the Monthly Amount, other than amounts accrued and unpaid, shall
terminate.
(c) Princeton acknowledges its obligation to reimburse the Company the
amount of $1,000 for expenses incurred in connection with the acquisition of 000
Xxxxxx Xxxxxx. Princeton hereby authorizes the Company to deduct such amount
from the Monthly Amount.
(d) To the extent necessary to comply with applicable federal or state tax
requirements, the Company shall be permitted to withhold from any amounts
distributed to Members and the amount of any such withholding shall be deemed
distributed to such Member.
5.4 GAIN OR LOSS FROM SALE OF 000 XXXXXX XXXXXX.
Notwithstanding any provision of this Article V to the contrary, with
respect to any gain or loss realized as a result of the sale of 000 Xxxxxx
Xxxxxx by the Company, any distribution of gains or allocation of losses
resulting from such sale shall be made to each Member in accordance with its
respective Membership Interest.
5.5 ADDITIONAL CONSIDERATION DUE UPON THE SALE OF THE PROPERTY LOCATED AT 000
XXXXXX XXXXXX.
Globix, which is the sole shareholder of ATC and BTG Technology Group
Ltd., entered into a Purchase Agreement with Young Woo, individually and as
nominee ("Woo"), dated as of June 2, 1998 (the "Purchase Agreement"). As
additional consideration under the Purchase Agreement, Globix agreed to pay to
Woo a sum equal to the greater of One Million Dollars ($1,000,000) (the "Cash
Portion") or ten percent (10%) of the sales price of the land and building
located at 000 Xxxxxx Xxxxxx (the "Property") if the gross sales price is in
excess of Seventeen Million Five Hundred Fifty Thousand Dollars ($17,550,000)
when, as and if the Property is sold by Globix or any of its subsidiaries,
including without limitation, the Company, prior to June 1, 2018. Effective June
1, 2018, the Cash Portion shall be increased by 10% to $1,100,000 and thereafter
the Cash Portion (as previously increased) shall be further increased every
fifth year by ten percent (10%). In the event Globix, the Company or any of its
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other subsidiaries contracts to sell the Property, it will, within 21 days
thereafter, provide written notice to Woo, which notice shall be accompanied by
a copy of such contract. This Section 5.5 cannot be modified or deleted in whole
or in part without the written prior consent of Woo.
ARTICLE VI
MANAGEMENT PROVISIONS
6.1 MANAGEMENT AND AUTHORITY. Management of the Company shall be vested in the
Members, and all powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of, the Members. Unless otherwise expressly provided in this
Agreement, such powers shall be exercised by the agreement of the Members.
Notwithstanding the foregoing, ATC, the Manager, shall carry out the normal
course of business of the Company including any decisions or matters required to
be approved by consent of the Members under this Agreement and shall have full
power and authority on behalf of the Company to:
(a) appoint such officers and employees or other persons as the Members
deem appropriate to manage the day-to-day operations of the Company, and to
terminate such officers and employees;
(b) employ accountants, legal counsel and other experts to perform
services for the Company, define their duties and authority and compensate them
from Company funds;
(c) employ Persons to provide services, of any nature, to the Company,
define their responsibilities and compensate them from Company funds;
(d) delegate to any Person the authority to execute any document or
instrument on behalf of the Company which is necessary to carry out the intent
and purpose of this Agreement;
(e) delegate to any Person the authority to execute on behalf of the
Company all agreements, instruments and documents which are necessary to the
business of the Company;
(f) acquire property in the ordinary course of the Company's business from
any Person;
(g) purchase life, liability and other insurance to protect the Company's
property and business;
(h) establish bank accounts in the name of the Company and establish the
identity of all signatories entitled to draw against such accounts for the
benefit of the Company;
(i) invest Company funds in time deposits, short-term governmental
obligations, commercial paper or other similar investments or in any other
capital asset or investment in the
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ordinary course;
(j) execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafts, notes and other negotiable
instruments, mortgages or deeds of trust, security agreements, financing
statements, documents providing for the acquisition or disposition of the
Company's property, assignments, bills of sale, leases, partnership agreements,
and any other instruments or documents necessary, in the opinion of the Members,
to the business of the Company and relating to transactions that have been
approved in accordance with this Agreement;
(k) enter into any and all other agreements on behalf of the Company with
any other Person (including Members), for any purpose in the ordinary course, in
such forms as the Members may approve;
(l) institute, prosecute and defend legal, administrative or other suits
or proceedings in the Company's name; and
(m) do and perform any and all other lawful acts as may be necessary or
appropriate to conduct the Company's business.
6.2 INDEMNIFICATION. To the fullest extent permitted by law, the Company shall
indemnify and hold harmless any Person from and against any and all losses,
costs, liabilities, damages and expenses (including, costs of suit and
reasonable attorney's fees) they may incur by reason of the fact that such
Person is or was a Manager, Member, officer or employee of the Company;
provided, however, that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have acted with gross
negligence or fraudulently.
ARTICLE VII
BOOKS, RECORDS AND BANK ACCOUNTS
7.1 MAINTENANCE OF BOOKS. The books of account for the Company shall be
maintained on an accrual basis in accordance with the terms of this Agreement.
The calendar year shall be the fiscal year of the Company for tax and accounting
purposes.
7.2 ACCOUNTING PRINCIPLES. All accounting of the Company (and all other
accounting done pursuant to this Agreement) shall be done in accordance with
generally accepted accounting principles consistently applied ("GAAP") at the
time of effect, to the extent applicable, except where GAAP is inconsistent with
the requirements of this Agreement or with regulatory requirements to which the
Company (or any of its subsidiaries) is bound; provided, however, Capital
Accounts shall be maintained in accordance with Section 4.2.
7.3 BANK ACCOUNTS. The Members shall cause the Company to establish, maintain
and designate signatories on one or more
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separate bank and investment accounts for Company funds in the Company name with
such financial institutions and firms as the Member-Manager may select and
designate signatories thereon. The Company's funds shall not be commingled with
the funds of any other Person.
7.4 TAX MATTERS PARTNER.
(a) The Member-Manager shall be the "tax matters partner" of the Company
as defined in Section 6231(a)(7) of the Code. The tax matters partner shall (i)
maintain such books and records of the Company at the offices of the Company as
are necessary in carrying out its responsibilities hereunder, (ii) have the
authority to make such day to day adjustments and decisions with respect to the
accounting and tax issues as are required in furtherance thereof, (iii) cause
the Company to prepare or cause to be prepared on its behalf all Federal, state,
and other tax returns required to be filed by the Company, and (iv) have the
authority to take any actions permitted by law to be taken by a tax matters
partner which the tax matters partner believes, in its sole discretion, are
necessary or appropriate.
(b) The designated tax matters partner may resign at any time by providing
a written statement to that effect to the Company; provided, however, such
resignation shall be effective only at such time as a successor tax matters
partner shall have been duly elected. Such written resignation statement shall
also be filed with the Internal Revenue Service in accordance with Temp. Treas.
Reg. Section 301.6231(a)(7)-1T.
ARTICLE VIII
DISSOLUTION
8.1 DISSOLUTION. The Company shall be dissolved and its affairs shall be wound
up upon the first to occur of any of the following:
(a) The written consent of all the Members;
(b) The entry of a decree of judicial dissolution under Section 702 of the
Act; or
(c) The death, retirement, resignation, expulsion, bankruptcy or
dissolution of a Member or the occurrence of any other event which terminates
the continued membership of a Member in the Company, unless the business of the
Company is continued by the agreement of all remaining Members within 90 days
following the occurrence of any such event.
ARTICLE IX
GENERAL PROVISIONS
9.1 NOTICES. All notices and other communications (collectively, "notices")
provided for or permitted to be given
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under this Agreement shall be in writing and shall be given by depositing the
notice in the United States mail, addressed to the Person to be notified,
postage paid and registered or certified with return receipt requested, or by
such notice being delivered in person or by facsimile communication to such
party. Unless otherwise expressly set forth herein, notices given or served
pursuant hereto shall be effective upon receipt by the Person to be notified.
All notices to be sent to a Member shall be sent to or made at, and all payments
hereunder shall be made at, the address set forth on Exhibit A hereto or such
other address as that Member may specify by notice to the Company.
9.2 ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS.
(a) This Agreement constitutes the entire agreement of the Members
relating to the Company and supersedes any and all prior contacts,
understandings, negotiations and agreements with respect to the Company and the
subject matter hereof, whether oral or written.
(b) This Agreement and the Certificate may be amended or modified from
time to time only by a written instrument executed by each of the Members,
except, to the extent permitted by the Act, for ministerial changes and changes
necessitated by the admission of new Members, in each case as approved by the
Members.
(c) Any waiver or consent, express, implied or deemed, to or of any breach
or default by any Person in the performance by that Person of its obligations
with respect to the Company or any action inconsistent with this Agreement is
not a waiver of or consent to any other breach or default in the performance by
that Person of the same or any other obligations of that Person with respect to
the Company or any other such action. Failure on the part of a Person to
complain of any act of any Person or to declare any Person in default with
respect to the Company, irrespective of how long that failure continues, does
not constitute a waiver by that Person of its rights with respect to that
default until the applicable statute-of-limitation period has run. Except with
respect to the matters described in the first sentence of this Section 9.2(c),
all waivers and consents hereunder shall be in writing and shall be delivered to
the other Members in the manner set forth in Section 9.1.
9.3 BINDING EFFECT; NO THIRD PARTY BENEFICIARIES. Subject to the restrictions
on transfer set forth herein, this Agreement is binding on and inures to the
benefit of the Members and their respective heirs, legal representatives,
successors and assigns. Nothing in this Agreement shall provide any benefit to
any third party or entitle any third party to any claim, cause of action, remedy
or right of any kind, it being the intent of the parties that this Agreement
shall not be construed as a third-party beneficiary contract.
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9.4 GOVERNING LAW. This agreement is governed by and shall be construed in
accordance with the law of the State of New York, excluding any conflict-of-laws
rule or principle that might refer the governance or construction of this
agreement to the law of another jurisdiction. If any provision of this Agreement
or the application thereof to any Person or circumstance is held invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of that provision shall be enforced to the greatest extent permitted by law.
9.5 FURTHER ASSURANCES. In connection with this Agreement and the transactions
contemplated hereby, each Member shall execute and deliver any additional
documents and instruments and perform any additional acts that may be necessary
or appropriate to effectuate and perform the provisions of this Agreement and
those transactions.
9.6 WAIVER OF CERTAIN RIGHTS. Each Member irrevocably waives any right (but
not any power) it might have to maintain any action for dissolution of the
company or for partition of the property of the Company. If any Member maintains
any action for such dissolution or partition, such Member shall be liable to the
Company and the other Members for all monetary damages suffered by them as a
result thereof (including, indirect, incidental and consequential damages).
9.7 COUNTERPARTS. This agreement may be executed in multiple counterparts with
the same effect as if each of the signing parties had signed the same document.
All counterparts shall be construed together and constitute the same instrument.
9.8 SUCCESSORS AND ASSIGNS. Subject to the limitations and restrictions set
forth in this Agreement, this Agreement shall be binding on and insure to the
benefit of the successors and
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assigns of the Membership Interests of the parties hereto.
IN WITNESS WHEREOF, the Members have executed this Agreement as of the
date first set forth above.
ATC MERGER CORP.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: President
BTG TECHNOLOGY GROUP LTD.
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Title: President
PRINCETON CAPITAL LLC
By Hanover Equities, Inc.,
its member
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
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EXHIBIT A
INITIAL CAPITAL PERCENTAGE
MEMBERS CONTRIBUTION INTEREST
------- ------------ --------
ATC Merger Corp. $18,600,000.00 94.893%
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Tax ID #:
BTG Technology Group Ltd. $1,000,000.00 5.102%
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Tax ID #:
Princeton Capital LLC $ 1,000.00 0.005%
c/o Kalnick Xxxx &
Green, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Tax ID #:
