1
EXHIBIT 10.5
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Agreement") dated as of August 20, 1998 is
among XXXXXX XXXXX & ASSOCIATES, INC., a California corporation ("SM&A")
DECISION-SCIENCE APPLICATIONS, INC., a Virginia corporation ("DSA"), the
shareholders of DSA as identified on Schedule 1 hereto, Xxx X. Xxxxxxxx (the
"DSA Representative"), and FIRST AMERICAN TRUST COMPANY, as escrow agent (the
"Escrow Agent").
PRELIMINARY STATEMENT
Pursuant to an Agreement and Plan of Reorganization and Merger dated as
of July 22, 1998 (the "Merger Agreement"), by and among SM&A, DSA, DSA
Acquisition, Inc., a wholly owned subsidiary of SM&A, and the Principal
Shareholders, SM&A is acquiring DSA through the merger of DSA with and into DSA
Acquisition, Inc. Capitalized terms used herein and not otherwise defined herein
have the meanings ascribed to them in the Merger Agreement.
The holders of the Outstanding Company Shares (the "Shareholders") have
agreed to indemnify SM&A as provided in Article 10 of the Merger Agreement
through the deposit of 178,710 shares of SM&A Stock (the "Escrow Shares")
pursuant to Section 2.7 of the Merger Agreement. A list of all Shareholders and
their pro rata interest in the Escrow Shares is attached hereto as Schedule 2.
The parties hereto agree as follows:
1. Establishment of Escrow.
SM&A has delivered to the Escrow Agent and the Escrow Agent acknowledges
receipt of the Escrow Shares in the form of a single stock certificate. The
Escrow Shares shall be held in escrow in the name of the Escrow Agent or its
nominee, subject to the terms and conditions set forth herein. Unless and until
the Escrow Shares are returned to SM&A or delivered to the Shareholders pursuant
to the terms of this Agreement, the Escrow Agent shall vote the Escrow Shares in
accordance with the written instructions of the DSA Representative.
The Escrow Agent shall invest any cash held by it pursuant to this
Agreement in interest bearing accounts or certificates of deposit with such
bank(s) or financial institution(s) as it deems advisable.
2. Amounts Earned on Escrow Shares; Tax Matters.
All amounts earned on the Escrow Shares (dividends or other
distributions, and interest earned thereon) shall be distributed pro rata to the
Shareholders on a quarterly basis. All interest
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earned on cash deposited by the Shareholders pursuant to Section 3.3, shall be
paid to the Shareholders entitled thereto on a quarterly basis. The parties
agree that to the extent required by applicable law, including Section 468B(g)
of the Internal Revenue Code of 1986, as amended (the "Code"), the Shareholders
will include all amounts earned on the Escrow Shares and all interest earned on
cash deposits in their gross income for federal, state and local income tax
(collectively, "income tax") purposes and pay any income tax resulting
therefrom. As a condition to a Shareholder's right to replace Escrow Shares with
Escrow Funds as defined in Section 3.3, such Shareholder shall have previously
furnished to the Escrow Agent all information necessary to enable the Escrow
Agent to comply with the reporting and backup withholding obligations of the
Code.
3. Claims Against Escrow Shares.
3.1 At any time or times prior to the Expiration Date (as defined in
Section 5) SM&A may make claims against the Escrow Shares and "Escrow Funds" (as
defined in Section 3.3) for amounts due for indemnification under Article 10 of
the Merger Agreement. SM&A shall notify the DSA Representative and the Escrow
Agent in writing of each such claim ("Notice of Claim"), including a brief
description of the amount and nature of such claim. If the amount subject to the
claim is unliquidated, SM&A shall make a good faith estimate as to the amount of
the claim for purposes of determining the number of Escrow Shares and/or amount
of Escrow Funds, if any, to be withheld by the Escrow Agent if such claim is not
resolved or otherwise adjudicated by the Expiration Date. Such good faith
estimate shall be included in the Notice of Claim. If the DSA Representative
shall dispute a claim or SM&A's estimate as to the amount of the claim, the DSA
Representative shall give written notice thereof to SM&A and to the Escrow Agent
within 30 days after the date SM&A's Notice of Claim was received by the DSA
Representative, in which case the Escrow Agent shall continue to hold the Escrow
Shares/Escrow Funds in accordance with the terms of this Agreement; otherwise,
such liquidated claim shall be deemed to have been acknowledged to be payable
out of the Escrow Shares/Escrow Funds in the full amount thereof as set forth in
the Notice of Claim and the Escrow Agent shall use its best efforts to pay such
liquidated claim from the Escrow Shares/Escrow Funds to SM&A within three
business days after expiration of said 30-day period. Unliquidated claims shall
not be paid until liquidated. Disputes as to SM&A's good faith estimate of a
claim shall be resolved as provided in Section 4.1. The value of Escrow Shares
and Escrow Funds paid to satisfy a claim under this Agreement shall be allocated
pro rata among the Shareholders based on their proportionate interests in the
aggregate Escrow Shares and Escrow Funds. With respect to each Shareholder, the
amount paid to satisfy a claim under this Agreement shall be deducted first from
the Escrow Funds and then, to the extent necessary, from the Escrow Shares
allocable to such Shareholder. If the amount of the claim exceeds the aggregate
value of the Escrow Shares/Escrow Funds
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subject thereto, the Escrow Agent shall have no liability or responsibility for
any deficiency.
3.2 The Escrow Agent shall effect the payment of Escrow Shares to SM&A
by surrendering such Escrow Shares to SM&A's stock transfer agent (U.S. Stock
Transfer Corporation, 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("UST")) for
cancellation upon receipt by the Escrow Agent of a copy of a letter from SM&A to
UST, instructing UST to issue a new certificate to the Escrow Agent for the
remaining Escrow Shares after giving effect to such payment. The value per share
of the Escrow Shares for purposes of this Agreement shall be the Average Closing
Price for the Base Period. All claims paid out of the Escrow Shares shall be
rounded to the nearest whole share. The Escrow Agent shall not be responsible
for and shall have no liability in connection with determining whether the
transfer of any Escrow Shares complies with federal or state securities laws.
3.3 In the event that (i) prior to the Expiration Date (as hereinafter
defined), the average of the closing prices of SM&A Stock on the NASDAQ National
Market (or such other national stock exchange on which SM&A Stock is listed) for
any twenty (20) consecutive trading days is $5.00 below the Average Closing
Price for the Base Period, (ii) the Escrow Shares become eligible for sale
pursuant to Rule 144 under the Securities Act, or (iii) the Escrow Shares are
entitled to be included in a registration statement filed by SM&A pursuant to
the Securities Act, then a Shareholder may sell (pursuant to applicable federal
and state securities law, Rule 144 or an effective registration statement, as
the case may be) all or any portion of his allocation of the Escrow Shares (the
"Eligible Escrow Shares"); provided that such Shareholder has arranged, to SM&A
satisfaction, for the deposit into escrow of the proceeds from the sale of such
Eligible Escrow Shares. The funds deposited by a Shareholder pursuant to this
Section 3.3 ("Escrow Funds") shall be held by the Escrow Agent and subject to
the terms and conditions of this Agreement.
3.4 If the DSA Representative shall give notice to SM&A and the Escrow
Agent pursuant to Section 3.1 disputing an SM&A claim, no distribution of the
Escrow Shares/Escrow Funds shall be made by the Escrow Agent to SM&A or to the
Shareholders of the Set Aside Amount (as defined in Section 4.1) with respect to
such claim until either: (i) such disputed claim has been resolved as evidenced
by a written notice executed by SM&A and the DSA Representative instructing the
Escrow Agent as to the distribution of such Set Aside Amount or a portion
thereof; or (ii) such dispute shall have been adjudicated in accordance with the
arbitration procedures described in Section 4.2.
4. Disputed Claims.
4.1 If the DSA Representative shall dispute an indemnification claim of
SM&A as provided in Section 3, the Escrow
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Agent shall set aside a portion of the Escrow Shares/Escrow Funds equal to the
amount of the claim as set forth in the Notice of Claim (the "Set Aside
Amount"), which amount may subsequently be modified by arbitration. If the DSA
Representative shall dispute the Set Aside Amount as provided in Section 3, the
Escrow Shares/Escrow Funds constituting the Set Aside Amount shall be withheld
pursuant to the immediately preceding sentence until otherwise determined by
arbitration. The Set Aside Amount shall be allocated pro rata among the
Shareholders based upon their percentage interests in the aggregate Escrow
Shares/Escrow Funds. With respect to each Shareholder, the amount constituting
the Set Aside Amount shall be deducted first from the Escrow Funds and then, to
the extent necessary, from the Escrow Shares allocable to such shareholder. In
the event SM&A notifies the Escrow Agent in writing that it has made
out-of-pocket expenditures or anticipates that it will incur legal expenses in
connection with any such disputed claim with respect to which it is entitled to
be indemnified under the Merger Agreement, a portion of the Escrow Shares/Escrow
Funds equal to such reasonable incurred or anticipated expenditures shall also
be set aside and added to and become a part of the Set Aside Amount; provided,
that in the event that it shall be agreed (as evidenced by a written notice
executed by SM&A and the DSA Representative as described in Section 3.4) or
determined through an arbitration proceeding described in Section 4.2 that SM&A
is not entitled to indemnification with respect to such claim or such expenses,
SM&A shall not be entitled to the portion of the Escrow Shares/Escrow Funds set
aside for such expenses.
4.2 If, within 60 days after the DSA Representative sends notice of a
dispute, the Escrow Agent has not received written notice executed by SM&A and
the DSA Representative to the effect that the disputed indemnification claim has
been resolved, the indemnification claim shall be referred to an arbitrator
chosen by agreement of the DSA Representative and SM&A. If no agreement is
reached regarding selection of the arbitrator within 30 days after written
request from either party to the other, SM&A or the DSA Representative may
submit the matter in dispute to the Judicial Abitration and Mediation Service,
to be settled by arbitration in Orange County, California in accordance with the
commercial arbitration rules of such association. SM&A and the DSA
Representative agree to act in good faith to select mutually an arbitrator. The
fees and expenses of any arbitration shall be borne equally by the Shareholders
as a group and SM&A, unless and until the arbitrator determines otherwise. Any
fees or expenses attributable to the Shareholders as a group shall be payable
only out of the Escrow Shares/Escrow Funds. In no event shall the Escrow Agent
be responsible for any fees or expenses of any party to any arbitration
proceedings. The determination of the arbitrator as to the amount, if any, of
the indemnification claim that is properly allowable shall be conclusive and
binding upon the parties hereto and judgment may be entered thereon in any court
having jurisdiction thereof, including, without limitation, any Superior Court
in the State of California. The Escrow Agent shall make payments of such claim,
as and to the extent allowed, to SM&A
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within three business days following its receipt of a copy of the arbitration
award determination.
5. Termination and Distribution of Escrow Shares.
5.1 This Agreement shall terminate two (2) years after the Effective
Time (as defined in Section 1.2 of the Merger Agreement) (the "Expiration
Date"); provided that this Agreement shall continue in effect until the
resolution of all outstanding indemnification claims as to which the Escrow
Agent has received notice pursuant to Section 3 hereof on or prior to the
Expiration Date.
5.2 SM&A shall provide the Escrow Agent with reasonable advance notice
of the expected Expiration Date and shall confirm the occurrence of such as soon
as practicable thereafter. On the Expiration Date or as soon thereafter as is
practicable, the Escrow Agent shall distribute to the Shareholders based on
their relative percentage interest in the Escrow Shares and/or Escrow Funds the
remaining Escrow Shares/Escrow Funds less (i) the number of Escrow Shares and
amount of Escrow Funds constituting any then existing Set Aside Amounts, and
(ii) the number of Escrow Shares and amount of Escrow Funds equal to the amount
specified in any Notice of Claim delivered to the Escrow Agent prior to the
Expiration Date with respect to which no Set Aside Amount has yet been
established and the Escrow Agent has not otherwise been instructed by SM&A and
the DSA Representative. At such time thereafter as any remaining indemnification
claim hereunder has been resolved and the Escrow Agent has received a written
notice executed by SM&A and the DSA Representative to that effect (or a copy of
an arbitration award pursuant to Section 4.2 to that effect) and any amounts to
be distributed to SM&A in connection therewith have been so distributed, the
Escrow Agent shall distribute any portion of the remaining Escrow Shares/Escrow
Funds withheld in respect of such claim to the Shareholders based on their
relative percentage interest in such Escrow Shares and/or Escrow Funds. Upon the
resolution of all outstanding indemnification claims hereunder, the Escrow Agent
shall distribute the remaining amount, if any, of the Escrow Shares/Escrow Funds
to the Shareholders based on their relative percentage interest in such Escrow
Share and/or Escrow Funds and this Agreement shall terminate. SM&A shall not be
required to issue certificates for fractional shares in any distribution of
Escrow Shares pursuant to this Agreement, but rather shall pay to the Escrow
Agent for distribution to the Shareholders an amount in cash (without interest)
determined by multiplying each Stockholder's fractional interest by the Average
Closing Price for the Base Period. The Escrow Agent shall effect such
distributions of Escrow Shares as it is required to make to the Shareholders
under this Agreement by surrendering such Escrow Shares to UST for cancellation
upon receipt by the Escrow Agent of a copy of a letter from SM&A to UST,
instructing such transfer agent to issue such shares to the Shareholders based
upon their relative interests therein. The combination of Escrow Shares and
Escrow Funds to be withheld under this Section 5.2 as Set Aside
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Amounts or pursuant to a Notice of Claim (for which no set aside amount has been
established) shall be determined in accordance with Section 4.1.
6. The Escrow Agent.
6.1 Notwithstanding anything herein to the contrary, the Escrow Agent
shall promptly dispose of all or any part of the Escrow Shares/Escrow Funds as
directed by a writing jointly signed by the DSA Representative and SM&A. The
reasonable fees and expenses of the Escrow Agent (as set forth on the fee
schedule attached hereto as Schedule 3) in connection with its performance of
this Agreement shall be borne by SM&A. The Escrow Agent shall not be liable for
any act or omission to act under this Agreement, including any and all claims
made against the Escrow Agent as a result of its holding the Escrow
Shares/Escrow Funds in its own name, except for its own gross negligence or
willful misconduct. The Escrow Agent shall not be liable for, and the
Shareholders (only to the extent of their proportionate share of the Escrow
Shares/Escrow Funds) and SM&A shall jointly and severally indemnify the Escrow
Agent against, any losses or claims (including reasonable out-of-pocket
expenses) arising out of, any action taken or omitted in good faith hereunder or
upon the advice of counsel. The Escrow Agent may decline to act and shall not be
liable for failure to act if in doubt as to its duties under this Agreement. The
Escrow Agent may act upon any instrument or signature believed by it to be
genuine and may assume that any person purporting to give any notice or
instruction hereunder, reasonably believed by it to be authorized, has been duly
authorized to do so. The Escrow Agent's duties shall be determined only with
reference to this Agreement and applicable laws, and the Escrow Agent is not
charged with knowledge of or any duties or responsibilities in connection with
any other document or agreement, including, but not limited to, the Merger
Agreement.
6.2 The Escrow Agent shall have the right at any time to resign
hereunder by giving written notice of its resignation to the parties hereto, at
the addresses set forth herein or at such other address as the parties shall
provide, at least 30 days prior to the date specified for such resignation to
take effect. In such event SM&A and the DSA Representative shall by agreement
appoint a successor escrow agent within said 30 days; if SM&A and the DSA
Representative do not agree upon the selection of a successor escrow agent
within such period, the Escrow Agent may appoint a successor escrow agent. Upon
the effective date of such resignation, the Escrow Shares and the Escrow Funds,
together with all other property then held by the Escrow Agent hereunder, shall
be delivered by it to such successor escrow agent or as otherwise shall be
designated in writing by SM&A and the DSA Representative.
6.3 In the event that the Escrow Agent should at any time be confronted
with inconsistent or conflicting claims or demands by the parties hereto, the
Escrow Agent shall have the right to interplead said parties in any court of
competent jurisdiction and
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request that such court determine the respective rights of such parties with
respect to this Agreement and, upon doing so, the Escrow Agent shall be released
from any obligations or liability to either party as a consequence of any such
claims or demands. The reasonable fees and costs incurred by the Escrow Agent in
interpleading said parties shall be borne equally by SM&A and the Shareholders
as a group.
6.4 The Escrow Agent may execute any of its powers or responsibilities
hereunder and exercise any rights hereunder, either directly or by or through
its agents or attorneys. The Escrow Agent shall not be responsible for and shall
not be under a duty to examine, inquire into or pass upon the validity, binding
effect, execution or sufficiency of this Agreement or of any amendment or
supplement hereto.
7. DSA Representative.
7.1 The DSA Representative accepts and agrees to discharge diligently
the duties and responsibilities of the DSA Representative set forth in this
Agreement. SM&A and the Escrow Agent shall be entitled to rely upon the
authorization and designation of the DSA Representative under this Section 7.
7.2 The DSA Representative is authorized to take any action it deems
appropriate or necessary to carry out the provisions of, and to determine the
rights of the Shareholders under, this Agreement, including without limitation,
taking any action required or permitted under this Agreement to protect or
enforce the Shareholders' rights to the Escrow Shares/Escrow Funds. The DSA
Representative's authority includes but is not limited to:
(a) instructing the Escrow Agent to vote the Escrow Shares
pursuant to Section 1 hereof;
(b) receiving all notices or other documents given or to be given
pursuant to this Agreement or in connection with the transactions
contemplated hereby;
(c) engaging special counsel, accountants, investment banks or
other advisors;
(d) prosecuting and settling any dispute in connection with this
Agreement, including without limitation the resolution of any disputes
related to disbursements of the Escrow Shares/Escrow Funds; and
(e) paying all expenses incurred in connection with this
Agreement and the transactions contemplated hereby out of the Escrow
Shares/Escrow Funds pursuant to Sections 7.5 and 7.8 below.
7.3 In the event of the death, resignation, discharge or incapacity of
the DSA Representative, Shareholders holding a
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majority of the Escrow Shares/Escrow Funds shall appoint a successor DSA
Representative. Such successor DSA Representative shall be appointed by an
instrument in writing signed by the requisite Shareholders, and such appointment
shall become effective as to any such successor DSA Representative when such
instrument shall have been delivered to such person, and that person has
consented to such appointment.
7.4 The DSA Representative shall keep the Shareholders reasonably
informed of his decisions of a material nature.
7.5 The reasonable expenses (including the reasonable fees and
disbursements of counsel, accountants and advisors in connection with the
arbitration of a disputed claim or otherwise) incurred by the DSA Representative
in connection with his duties hereunder shall be paid for out of the Escrow
Shares/Escrow Funds by the Escrow Agent as provided in Section 7.8 below and in
an amount not to exceed $100,000. The DSA Representative shall keep adequate and
reasonable books and records of his expenses. Such payment shall not affect the
rights of either SM&A or the Shareholders under the Merger Agreement or Section
11 of this Agreement.
7.6 The DSA Representative shall diligently discharge his duties and
responsibilities under this Agreement. The DSA Representative shall not be
liable to the parties hereto or any Shareholder for any action taken or omitted
by the DSA Representative in good faith, or for any mistake of fact or law,
unless caused by his own gross negligence or willful misconduct. In no event
shall the DSA Representative be responsible or liable for special, indirect or
consequential loss or damages of any kind, regardless of the form of the action.
7.7 The DSA Representative shall be entitled to treat as genuine any
letter or other document furnished to him by SM&A or the Escrow Agent and
reasonably believed by him to be genuine and have been signed and presented by
the proper party or parties.
7.8 The DSA Representative shall not be entitled to any compensation for
services hereunder. To the extent the DSA Representative shall incur
out-of-pocket costs (including the reasonable fees and disbursements of counsel,
accountants and advisors in connection with the arbitration of a disputed claim
or otherwise) in the performance of his duties hereunder, the DSA Representative
shall be authorized to direct the Escrow Agent to reimburse the DSA
Representative for such reasonable expenses out of the Escrow Shares/Escrow
Funds in an amount not to exceed $100,000. The combination of Escrow Shares and
Escrow Funds paid to the DSA Representative hereunder shall be determined in
accordance with Section 3.1 hereof.
7.9 SM&A shall be entitled to treat as genuine any letter or other
document furnished to it by the DSA Representative or the Escrow Agent and
reasonably believed by it to be genuine and have been signed and presented by
the proper party or parties.
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8. Governing Law.
This Agreement is governed by the laws of the State of California
without regard to its conflict of laws provisions, and shall inure to the
benefit of and be binding upon the successors, assigns, heirs and personal
representatives of the parties hereto. Service of process in any proceeding
arising under this Agreement (including service of process for the institution
of such proceeding) may be made by certified mail, return receipt requested,
directed to the respective party in accordance with Section 10 below.
9. Counterparts.
This Agreement may be executed in one or more counterparts, all of which
documents shall be considered one and the same document.
10. Notices.
Any notice or other communication required or permitted hereunder shall
be in writing and shall be deemed given when so delivered in person, by
overnight courier, by facsimile transmission (with receipt confirmed by
telephone or by automatic transmission report) or two business days after being
sent by registered or certified mail (postage prepaid, return receipt
requested), as follows:
To SM&A: Xxxxxx Xxxxx & Associates, Inc.
0000 XxxXxxxxx Xxxxxxxxx,
Xxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Operating Officer
Telephone: 000-000-0000
Fax: 000-000-0000
With a copy to: Xxxxx & Xxxxxx, LLP
000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Telephone: 000-000-0000
Fax: 000-000-0000
To DSA Representative: Xx. Xxx X. Xxxxxxxx
0000 X. Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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With a copy to: Xxxx Xxxxxxx Xxxxx & Xxxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Telephone: 000-000-0000
Fax: 000-000-0000
To Escrow Agent: First American Trust Company
0000 Xxx Xxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
Addresses may be changed by written notice given pursuant to this section. Any
notice given hereunder may be given on behalf of any party by his counsel or
other authorized representative.
11. Attorney's Fees.
In the event of any litigation among the parties hereto (including,
without limitation, any arbitration proceeding described in Section 4.2 above),
the prevailing party in such litigation or proceeding shall be entitled to
recover all costs incurred in connection therewith, including, without
limitation, reasonable attorneys fees, provided that the costs of any
arbitration proceeding shall be allocated in the manner set forth in Section
4.2.
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date first stated above.
SM&A: XXXXXX XXXXX & ASSOCIATES, INC.,
a California corporation
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------
Xxxxxxx Xxxxxxxx,
Chief Operating Officer
DSA: DECISION-SCIENCE APPLICATIONS, INC.
a Virginia corporation
By: /s/ XXX X. XXXXXXXX
--------------------------------
Xxx X. Xxxxxxxx, President
ESCROW AGENT: FIRST AMERICAN TRUST COMPANY
By:________________________________
Its:____________________________
By:________________________________
Its:____________________________
DSA REPRESENTATIVE: ___________________________________
SHAREHOLDERS: /s/ XXX X. XXXXXXXX
------------------------------------
Xxx X. Xxxxxxxx, as attorney-in-
fact for the Shareholders identified
on Schedule 4 hereto
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SCHEDULE 1
Shareholders
XXXXXXX, X.
XXXXX, X.
XXXXXXXXXXX
BENT, X.
XXXXX, X.
XXXXXXXX, X.
XXXXX, X.
XXXXX, X.
XXXXXX, X.
XXXX, X.
XXXXX, X.
XXXXX, X.
XXXXXX, X.
XXXXX, X.
XXXXXXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXXXX, X.
XXXXXXXX, X.
XXXXXXX, X.
XXXXXXXX, X.
XXXXXX, X.
XXXXX, Xxxxx
XXXXXX, X.
XXXXXXX, X.
XXXXXXX, X.
XXXXXXXXX, X.
XXXXXXXX, X.
XXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXX, X.
XXXXXX, X.
XXXXX, Xxxxx
XXXXXXXXX, X.
XXXXXXXX, X.
XXXXX, X.
XXXXXXXXX, X.
XXXXXXX, X.X.
XXXXXXX, X.
XXXXXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXXXXXX, X.
XXXXXXX, X.
XXXXXXX, X.
XXXXXXXX, X.
XXXXXXXX, X.
XXXXXX, X.
XXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXXXX, X.
XXXXXX, X.
XXXXXX, X.
XXXXXXXX, X.
XXXXXX, X.
XXXXXXX, X.
XXXXXXX, S.
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SCHEDULE 2
Escrow Interests
Interest In
Stockholder Escrow Shares
XXXXXXX, P. 0.0150761
XXXXX, T. 0.0145151
XXXXXXXXXXX 0.1452759
BENT, N. 0.0132855
XXXXX, R. 0.0118502
XXXXXXXX, S. 0.0115928
XXXXX, P. 0.0111423
XXXXX, W. 0.0103841
XXXXXX, D. 0.0103506
PARK, S. 0.0103254
XXXXX, J. 0.0099756
REECE, K. 0.0099309
XXXXXX, H. 0.0098805
XXXXX, J. 0.0096777
XXXXXXXXX, T. 0.0091489
XXXXXXX, D. 0.0042527
XXXXXX, R. 0.0080689
XXXXXX, M. 0.0079374
XXXXXXXX, L. 0.0076674
XXXXXXX, W. 0.0075933
CARLISLE, R. 0.0075234
XXXXXX, A. 0.007175
XXXXX, Xxxxx 0.0070631
XXXXXX, J. 0.0069204
XXXXXXX, X. 0.0000000
XXXXXXX, X. 0.0060727
CAPPELANO, P. 0.0060643
XXXXXXXX, M. 0.0060307
FITCH, S. 0.0056866
XXXXXXX, J. 0.0056418
XXXXXX, S. 0.0054222
XXXXXXX, T. 0.0050249
XXXXXX, M. 0.0047269
XXXX, R. 0.0049717
WARNER, C. 0.0049633
GREEN, Chery 0.0065511
XXXXXXXXX, X. 0.0000000
XXXXXXXX, X. 0.1440404
XXXXX, G. 0.0742571
XXXXXXXXX, P. 0.0545464
XXXXXXX, D.A. 0.040665
XXXXXXX, J. 0.0301326
XXXXXXXX, W. 0.0298472
LAZARUS, E. 0.0271893
XXXXXX, K. 0.0265626
XXXXXXXX, K. 0.0250741
XXXXXXX, L. 0.0242404
XXXXXXX, J. 0.0228694
XXXXXXXX, D. 0.0223644
XXXXXXXX, X. 0.0000000
XXXXXX, X. 0.0209277
XXXXX, J. 0.0206591
XXXXXXX, P. 0.0205192
XXXXXX, X. 0.000000
XXXXXX, X. 0.0152467
XXXXXX, L. 0.0142857
XXXXXX, A. 0.0103506
XXXXXXXX, D. 0.0094804
SHAYDA, P. 0.0087684
ANDERES, J. 0.0061412
XXXXXXX, S. 0.0008757
1
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SCHEDULE 3
Escrow Agent Fees
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SCHEDULE 4
Shareholders For Whom XXX X. XXXXXXXX is Attorney-In-Fact
XXXXXXX, X.
XXXXX, X.
XXXXXXXXXXX
BENT, X.
XXXXX, X.
XXXXXXXX, X.
XXXXX, X.
XXXXX, X.
XXXXXX, X.
XXXX, X.
XXXXX, X.
XXXXX, X.
XXXXXX, X.
XXXXX, X.
XXXXXXXXX, X.
XXXXXXX, X.
XXXXXX, X.
XXXXXX, X.
XXXXXXXX, X.
XXXXXXX, X.
XXXXXXXX, X.
XXXXXX, X.
XXXXX, Xxxxx
XXXXXX, X.
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