EXHIBIT (d)(4)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "AGREEMENT"), dated January 3, 2002, is made by and
among Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxx Xxxxxxxx (each a "SHAREHOLDER" and
collectively the "Shareholders"), Rasmala Distribution (Cayman) Limited, an
exempted company incorporated with limited liability under the laws of the
Cayman Islands ("PARENT"), Rasmala Distribution (Bermuda) Limited, a company
organized under the laws of Bermuda ("PURCHASER") and American Stock Transfer &
Trust Company, a New York State limited purpose trust company, as escrow agent
("ESCROW AGENT"). Purchaser, Parent, Shareholders and Escrow Agent are sometimes
collectively referred to as the "PARTIES", and individually referred to as a
"PARTY". Parent and Purchaser or the Amalgamated Company, as the case may be,
are sometimes collectively referred to as the "CLAIMING PARTIES", and
individually referred to as a "CLAIMING PARTY". Capitalized terms used but not
defined herein shall have the meaning given such term in the Voting and Tender
Agreement (defined below).
RECITALS
WHEREAS Parent, the Purchaser and the Company have simultaneously with
the execution of this Agreement entered into the Amalgamation Agreement.
WHEREAS in connection with the execution of the Amalgamation Agreement,
the Shareholders, Parent and Purchaser have entered into that certain Voting and
Tender Agreement of even date herewith (the "VOTING AND TENDER AGREEMENT").
WHEREAS the Voting and Tender Agreement requires, among other things,
that the Shareholders each direct that an agreed amount of US Dollars be wired
into an escrow account set up under this Agreement from which claims for
Indemnifiable Damages will be paid.
AGREEMENT
NOW, THEREFORE, in consideration of the preliminary statements and the
mutual agreements, covenants, representations and warranties set forth in this
Agreement and for other good, valid and binding consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
APPOINTMENT OF ESCROW AGENT;
ESTABLISHMENT OF ESCROW; INVESTMENT
Section 1.1 Appointment of Escrow Agent; Limited Responsibilities. Each
Shareholder and Parent and Purchaser hereby appoint Escrow Agent to act as
escrow agent hereunder, and Escrow Agent hereby accepts such appointment and
agrees to act as escrow agent and to hold, safeguard, and disburse the Escrow
Assets (as defined below) pursuant to the terms and conditions of this
Agreement. This Agreement expressly sets forth all the duties of Escrow Agent
with respect to any and all matters pertinent hereto. No implied duties or
obligations will be read into this Agreement against Escrow Agent. Escrow Agent
will not be bound by the provisions of any agreement among the other parties
hereto except this Agreement.
Section 1.2 Deposit of Escrow Assets and Documents. Simultaneous with
the payment by Purchaser to the Shareholders for the Owned Shares tendered
pursuant to the Voting and Tender Agreement, the Shareholders hereby direct
Purchaser, or its agent, to deduct from such payment and wire into the account
designated by the Escrow Agent, the account information for which is indicated
on Schedule III of the Voting and Tender Agreement, the amount in immediately
available funds in US Dollars indicated next to such Shareholder's name in
Schedule A (collectively and as increased or decreased by any earnings or losses
thereon and as reduced by any disbursements under Article II, the "ESCROW
ASSETS"). Escrow Agent acknowledges that it has received a copy of the Voting
and Tender Agreement and upon receipt of the amounts above will promptly provide
written notice of such receipt to the other Parties.
Section 1.3 Segregation of the Escrow Assets. Escrow Agent will
establish and maintain one account into which the Escrow Assets are to be
deposited and maintained (the "ESCROW ACCOUNT").
Section 1.4 Investment of Escrow Assets. Except as the Claiming Parties
and the Shareholders may from time to time jointly instruct Escrow Agent in
writing, the Escrow Assets will be invested from time to time, to the extent
possible, in a treasury money market deposit account at Chase Manhattan Bank
N.A., with any remainder being deposited and maintained in a money market
deposit account with Escrow Agent, until disbursement of the entire Escrow
Assets in accordance with the terms of this Agreement. Escrow Agent is
authorized to liquidate in accordance with its customary procedures any portion
of the Escrow Assets consisting of investments to provide for disbursements
required to be made under this Agreement. All interest or other amounts earned
on the Escrow Assets shall be added to the, and shall be considered, Escrow
Assets and shall be considered the currently reportable income, for all tax
purposes, of the Shareholders.
Section 1.5 Constitutes Notice from Shareholders. Solely for the
purpose of and in connection with determining when any claim, consent,
designation, notice, waiver, and other communication required or permitted to be
given by the Shareholders pursuant to this Agreement will be valid and
enforceable, any claim, consent, designation, notice, waiver, and other
communication which is executed by Xxxxxxx Xxxxxxx and either Xxxx Xxxxxxxx or
Xxxx Xxxxxxxx will be deemed to be a claim, consent, designation, notice,
waiver, and other communication validly given and enforceable against all the
Shareholders. Escrow Agent will be entitled to rely upon any claim, consent,
designation, notice, waiver, and other communication executed in accordance with
this Section unless and until written notice (conforming to the requirements of
this Section) to the contrary is delivered to Escrow Agent.
ARTICLE II
CLAIMS; TERMINATION OF ACCOUNTS
Section 2.1 Disbursements from Escrow Account.
(a) Claim Procedure. From time to time on or before the
expiration of the applicable period specified in Section 10(b) of the Voting and
Tender Agreement, a Claiming Party may give notice (a "NOTICE") to the
Shareholders and Escrow Agent specifying in reasonable detail the nature and
dollar amount of any claim for Indemnifiable Damages such Claiming Party may
have under Sections 10(a)(ii) or (iii) of the Voting and Tender Agreement (a
"CLAIM"). If the Shareholders give notice to the Claiming Party and Escrow Agent
disputing any Claim (a "COUNTER NOTICE") within thirty (30) days following
receipt by Escrow Agent of the Notice regarding such Claim, such Claim will be
resolved as provided in Section 2.1(b). If no Counter Notice is received by
Escrow Agent with respect to a Claim within such 30-day period, then the Dollar
amount of Indemnifiable Damages claimed by the Claiming Party as set forth in
its Notice will be deemed established for purposes of this Escrow Agreement and
the Voting and Tender Agreement, and at the end of such 30-day period, Escrow
Agent will pay to the Claiming Party the Dollar amount claimed in the Notice
from (and only to the extent of) the Escrow Account. Notwithstanding the
foregoing, if the aggregate amount of all Indemnifiable Damages has not yet
reached $50,000, no amounts shall be payable to the Claiming Party until such
time as the aggregate Indemnifiable Damages have reached such amount. Escrow
Agent will not inquire or consider whether a Claim complies with the
requirements of Section 10 of the Voting and Tender Agreement.
(b) Resolution of a Claim Dispute. If a Counter Notice is
given with respect to a Claim, the Claiming Party and the Shareholders shall
consult in good faith to determine the amount of such Claim or a mechanism to
calculate the amount of such Claim. If within twenty (20) days after the Counter
Notice such parties are not satisfied with the resolution of the issues raised
therein, such parties will initiate a binding determination of the amount of the
Claim to be conducted pursuant to the Commercial Arbitration Rules, as amended
and effective September 2000, of the American Arbitration Association. There
shall be a single arbitrator who shall be an internationally recognized
accounting firm (that is not the Tax Reviewer and does not audit the financial
statements of the Company, Parent or Purchaser) reasonably acceptable to the
Claiming Party and the Shareholders (the "ARBITRATOR"). The cost of any such
determination shall be borne by the Claiming Party if the Arbitrator's
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determination is in favor of the Shareholders and by the Shareholders if the
Arbitrator's determination is in favor of the Claiming Party.
If a Counter Notice is given with respect to a Claim, Escrow
Agent will make a disbursement with respect to the Escrow Account only in
accordance with (i) written instructions of both the Claiming Party and the
Shareholders, or (ii) the written determination of the Arbitrator. Escrow Agent
will act on such written determination without further question.
(c) Disbursement Upon Final Termination. On the date which is
six months after the date of the Voting and Tender Agreement, Escrow Agent will,
upon receipt of a written request signed by the Shareholders and the Claiming
Parties, distribute the then amount of the Escrow Account to each Shareholder in
the percentage set forth on Schedule A hereto, unless (x) any Claim is then
pending, in which case an amount equal to the aggregate Dollar amount of such
Claims (as shown in the Notices of such Claims) will be retained by Escrow Agent
in the Escrow Account (and the balance paid to the Shareholders in such
proportions), or (y) any Notice specifies in reasonable detail the nature of a
Claim that a Claiming Party may have with respect to which the Claiming Party is
in good faith unable to specify the amount of the Claim, in which case the
entire balance remaining in the Escrow Account will be retained by Escrow Agent.
If any amount is retained in the Escrow Account pursuant to this subsection,
then Escrow Agent will retain such amount until it receives joint written
instructions of the Claiming Party and the Shareholders or the written
determination of the Arbitrator regarding the final distribution.
(d) Termination of Account. Upon payment of all amounts in the
Escrow Account, the Escrow Account will be deemed closed, and this Agreement
will be deemed terminated with respect to the Escrow Account.
ARTICLE III
DUTIES OF ESCROW AGENT
Section 3.1 Degree of Care. Escrow Agent will not be under any duty to
give the Escrow Assets held by it hereunder any greater degree of care than it
gives its own similar property and will not be required to invest any funds held
hereunder except as directed in this Agreement.
Section 3.2 Liability; Indemnification of Escrow Agent. Escrow Agent
will not be liable, except for its own gross negligence or wilful misconduct
and, except with respect to claims based upon such gross negligence or wilful
misconduct that are successfully asserted against Escrow Agent, the Shareholders
on the one hand and the Claiming Parties on the other hand will jointly and
severally indemnify and hold harmless Escrow Agent (and any successor Escrow
Agent) from and against any and all losses, liabilities, claims, actions,
damages and expenses, including reasonable attorneys' fees and disbursements,
arising out of and in connection with this Agreement. Without limiting the
foregoing, Escrow Agent will in no event be liable in connection with its
investment or reinvestment of any cash held by it hereunder in good faith, in
accordance with the terms of this Agreement, including, any liability for any
delays (not resulting from its gross negligence or wilful misconduct) in the
investment or reinvestment of the Escrow Assets, or any loss of interest
incident to any such delays. This Section will survive notwithstanding any
termination of this Agreement or the resignation of Escrow Agent.
Section 3.3 Reliance by Escrow Agent. Escrow Agent will be entitled to
rely upon any order, judgment, certification, demand, notice, instrument or
other writing delivered to it hereunder without being required to determine the
authenticity or the correctness of any fact stated therein or the propriety or
validity of the service with respect to this Agreement. Escrow Agent may act in
reliance upon any instrument or signature believed by it to be genuine and may
assume that the person purporting to give receipt or advice or make any
statement or execute any document in connection with the provisions of this
Agreement has been duly authorized to do so. Escrow Agent may conclusively
presume that the undersigned representative of any party hereto which is an
entity other than a natural person has full power and authority to instruct
Escrow Agent on behalf of that party unless written notice to the contrary is
delivered to Escrow Agent.
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Section 3.4 Advice of Counsel. Escrow Agent may act pursuant to the
advice of counsel with respect to any matter relating to this Agreement and will
not be liable for any action taken or omitted by it in good faith in accordance
with such advice.
Section 3.5 Subject to Taxes and Regulations. Escrow Agent does not
have any interest in the Escrow Assets deposited hereunder but is serving as
escrow holder only and having possession only pursuant to this Agreement. The
Claiming Parties and the Shareholders will provide Escrow Agent with any
necessary tax identification numbers and related information that may be
required or reasonably requested by Escrow Agent for purposes of complying with
applicable tax information reporting and withholding requirements.
Section 3.6 No Representation. Escrow Agent makes no representation as
to the validity, value, genuineness, or the collectability of any security or
other document or instrument held by or delivered to it.
Section 3.7 No Advice. Escrow Agent will not be called upon to advise
any party as to the wisdom in selling or retaining or taking or refraining from
any action with respect to any securities or other property deposited hereunder.
Section 3.8 Resignation of Escrow Agent. Escrow Agent (and any
successor Escrow Agent) may at any time resign as such by delivering the Escrow
Assets to any successor Escrow Agent jointly designated in writing by the
Shareholders on the one hand and the Claiming Parties on the other hand, or, if
no such written designation is made, to any court of competent jurisdiction,
whereupon Escrow Agent will be discharged of and from any and all further
obligations arising from or in connection with this Agreement. The resignation
of Escrow Agent will take effect on the earlier of (a) the appointment of a
successor (including a court of competent jurisdiction) or (b) the day which is
30 days after the date of delivery of its written notice of resignation to the
other Parties. If at the effective time of Escrow Agent's resignation it has not
received a designation of a successor Escrow Agent, Escrow Agent's sole
responsibility after that time will be to retain and safeguard the Escrow Assets
until receipt of a designation of successor Escrow Agent or a joint written
disposition instruction by the Shareholders on the one hand and the Claiming
Parties on the other hand or a final non-appealable order of a court of
competent jurisdiction.
Section 3.9 Disputed Disbursements. In the event of any disagreement
between the Shareholders on the one hand and a Claiming Party on the other hand
resulting in adverse claims or demands being made in connection with the Escrow
Account or in the event that Escrow Agent is in doubt as to what action should
be taken hereunder, Escrow Agent will be entitled to retain the applicable
Escrow Assets until Escrow Agent will have received (a) the written
determination of the Arbitrator directing delivery of the applicable Escrow
Assets, or (b) a written agreement executed by the Shareholders on the one hand
and the Claiming Party on the other hand directing delivery of the applicable
Escrow Assets, in which event Escrow Agent will disburse the applicable Escrow
Assets in accordance with such written determination or agreement. Escrow Agent
will act on such written determination without further question.
Section 3.10 Compensation of Escrow Agent. The Shareholders, on the one
hand, and the Claiming Parties, on the other hand, will each pay Escrow Agent
compensation (as payment in full) for the services to be rendered by Escrow
Agent hereunder an amount equal to $1,250 on the date the Escrow Assets are
deposited with Escrow Agent and $2,500 annually thereafter, and each agrees to
reimburse Escrow Agent for all reasonable expenses, disbursements, and advances
incurred or made by Escrow Agent in performance of its duties hereunder
(including reasonable fees, expenses, and disbursements of its counsel). Any
such compensation and reimbursement to which Escrow Agent is entitled will be
borne fifty percent (50%) by the Claiming Parties and fifty percent (50%) by the
Shareholders.
Section 3.11 Disclosure of Relationship. No printed or other matter in
any language (including prospectuses, notices, reports, and promotional
material) that mentions Escrow Agent's name or the rights, powers, or duties of
Escrow Agent will be issued by the other parties hereto or on such parties'
behalf unless Escrow Agent will first have given its specific written consent
thereto.
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ARTICLE IV
MISCELLANEOUS
Section 4.1 Amendment. No amendment of this Agreement will be effective
unless in a writing signed by each Party.
Section 4.2 Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed to be an original agreement, but
all of which will constitute one and the same agreement. Any Party may execute
and deliver this Agreement by an executed signature page transmitted by a
facsimile machine. If a Party transmits its signature page by a facsimile
machine, such Party will promptly thereafter deliver an originally executed
signature page to the other Parties, provided that any failure to deliver such
an originally executed signature page will not affect the validity, legality, or
enforceability of this Agreement.
Section 4.3 Entire Agreement. This Agreement and the Voting and Tender
Agreement constitute the entire agreement and understanding between the Parties
and supersedes all prior agreements and understandings, both written and oral,
with respect to the subject matter of this Agreement.
Section 4.4 Expenses. Each Party will bear its own expenses with
respect to the negotiation and preparation of this Agreement. The Shareholders
will bear any Taxes imposed in connection with the transfer of the Escrow Assets
pursuant to this Agreement and on any interest or other amounts earned on the
Escrow Assets.
Section 4.5 Notice. All notices and other communications hereunder shall
be in writing and shall be deemed given upon (i) transmitter's confirmation of a
receipt of a facsimile transmission, (ii) confirmed delivery by a standard
overnight carrier or when delivered by hand or (iii) the expiration of five
Business Days after the day when mailed by certified or registered mail, postage
prepaid, addressed to the following addresses (or at such other address for a
party as shall be specified by like notice):
If to Parent or Purchaser:
Rasmala Distribution (Cayman) Limited
Emirates Towers Xxxxxxx
00xx Xxxxx, Xxxxx 00X
Xxxxxx Xxxxx Xxxx
P.O. Box 31145
Dubai, United Arab Emirates
Attention: Xxxx Xxxxx and Xxx Xxxxx xx Xxxxxxx
Facsimile: x000 0 000 0000
Rasmala Distribution (Bermuda) Limited
Emirates Towers Xxxxxxx
00xx Xxxxx, Xxxxx 00X
Xxxxxx Xxxxx Xxxx
P.O. Box 31145
Dubai, United Arab Emirates
Attention: Xxxx Xxxxx and Xxx Xxxxx xx Xxxxxxx
Facsimile: x000 0 000 0000
Copy to:
Xxxxxx Xxxx
Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx, XX XX0X 0XX
Attention: Xxx Xxxxxxx
Facsimile: x00 (0)00 0000 0000
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If to the Shareholders:
Xxxxxxx Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx Xxxxxxxx
2 Badr Shaker Al Sayyab Street
Um Uthanya X.X. Xxx 0000
Xxxxx 00000
Xxxxxx
Facsimile: x000 0 000 0000
Xxxx Xxxxxxxx
2 Badr Shaker Al Sayyab Street
Um Uthanya X.X. Xxx 0000
Xxxxx 00000
Xxxxxx
Facsimile: x000 0 000 0000
Copy to:
Xxxxxx, Xxxxxx & Xxxxxxxxx
0000 X Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Facsimile: x0 000 000 0000
If to Escrow Agent:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile: x0 000 000 0000
Section 4.6 Governing Law; Jurisdiction.
(a) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
principles of conflicts of law thereof, except as provided in ss.5-1401 of the
New York State General Obligation Laws. Each Party agrees that the United States
District Court for the Southern District of New York is to have non-exclusive
jurisdiction to settle any disputes arising out of or relating to this Agreement
or any agreements or transactions contemplated hereby and submits himself,
herself or itself and his, her or its property to the non-exclusive jurisdiction
of the foregoing courts with respect to such disputes.
(b) Without prejudice to any other mode of service:
(i) the Shareholders each appoint National Registered
Agents, Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as his
or her agent for service of process relating to any proceedings before
the federal courts in New York in connection with this Agreement and
agree to maintain the process agent in New York notified to the other
Parties ;
(ii) Parent and Purchaser each appoint CT Corporation
System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for
service of process relating to any proceedings before the federal
courts in New York in connection with this Agreement and agree to
maintain the process agent in New York notified to the other Parties;
(iii) The Escrow Agent agrees that it may be served at its
office in New York for service of process relating to any proceedings
before the federal courts in New York
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in connection with this Agreement;
(iv) each Party agrees that failure by a process agent to
notify him, her or it of the process shall not invalidate the
proceedings concerned; and
(v) each Party consents to the service of process relating
to any such proceedings by prepaid mailing of a copy of the process to
his, her or its respective agent at the address identified in paragraph
(i), (ii) or (iii) above or by prepaid mailing by air mail, certified
or registered mail of a copy of the process to it at the address set
forth in Section 4.5.
(c) Each of the Parties hereto:
(i) waives objection to the federal courts in New York on
grounds of inconvenient forum, venue or otherwise as regards
proceedings in connection with this Agreement or any agreements or
transactions contemplated hereby; and
(ii) agrees that a final judgment or order of a federal
court in New York in connection with this Agreement or any agreements
or transactions contemplated hereby is conclusive and binding on him,
her or it, subject to appellate review, and may be enforced against
him, her or it in the courts of any other jurisdiction.
Section 4.7 No Assignment. Other than as expressly set forth in this
Agreement regarding the Escrow Agent, no Party may assign its benefits or
delegate its duties under this Agreement without the prior written consent of
the other Parties. Any attempted assignment or delegation without such prior
consent will be void. Notwithstanding this prohibition against assignment and
delegation, Purchaser and Parent may each assign its rights under this Agreement
to a purchaser of all of the assets or equity of Purchaser and Parent,
respectively, without any Party's consent, and any such purchaser and any
subsequent purchasers of all of the assets or equity of Purchaser and/or Parent
may similarly assign such rights.
Section 4.8 No Third Party Beneficiaries. This Agreement is solely for
the benefit of the Parties and no other Person will have any right, interest, or
claim under this Agreement.
Section 4.9 Public Announcements. The Parties will agree on the terms
of any press releases or other public announcements related to this Agreement,
and will consult with each other before issuing any press releases or other
public announcements related to this Agreement; provided, however, that any
Party may make a public disclosure if in the opinion of such Party's counsel it
is required by law or the rules of the Nasdaq National Market to make such
disclosure. The Parties agree, to the extent practicable, to consult with each
other regarding any such public announcement in advance thereof.
Section 4.10 Representation by Legal Counsel. Each Party is a
sophisticated Person that was advised by experienced legal counsel and other
advisors in the negotiation and preparation of this Agreement.
Section 4.11 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction will not invalidate the
remaining provisions of this Agreement or affect the validity or enforceability
of such provision in any other jurisdiction. In addition, any such prohibited or
unenforceable provision will be given effect to the extent possible in the
jurisdiction where such provision is prohibited or unenforceable.
Section 4.12 Specific Performance. Each Shareholder acknowledges that
the benefits that Purchaser and Parent will derive from the transactions
contemplated by this Agreement are unique and irreplaceable. Accordingly, if any
of the Shareholders improperly abandon or terminate this Agreement, Purchaser
and Parent would not have an adequate remedy at law. The Claiming Parties
therefore will be entitled to a court order requiring such Shareholder(s) to
perform this Agreement.
Section 4.13 Successors. This Agreement will be binding upon and will
inure to the benefit of each Party and its heirs, legal representatives,
permitted assigns, and successors (including the Amalgamated Company, if
applicable), provided that this Section will not permit the assignment or
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other transfer of this Agreement, whether by operation of law or otherwise,
if such assignment or other transfer is not otherwise permitted under this
Agreement.
Section 4.14 Time of the Essence. Time is of the essence in the
performance of this Agreement and all dates and periods specified in this
Agreement.
Section 4.15 Waiver. No provision of this Agreement will be considered
waived unless such waiver is in writing and signed by the Party that benefits
from the enforcement of such provision. No waiver of any provision in this
Agreement, however, will be deemed a waiver of a subsequent breach of such
provision or a waiver of a similar provision. In addition, a waiver of any
breach or a failure to enforce any term or condition of this Agreement will not
in any way affect, limit, or waive a Party's rights under this Agreement at any
time to enforce strict compliance thereafter with every term and condition of
this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each Party has executed, or has caused a duly
authorized officer to execute, this Agreement as of the date first above
written.
RASMALA DISTRIBUTION (CAYMAN) LIMITED
By: /s/ Xxx Xxxxx xx Xxxxxxx
-------------------------------------------
Name: Xxx Xxxxx xx Xxxxxxx
-------------------------------------------
Title: Director
-------------------------------------------
RASMALA DISTRIBUTION (BERMUDA) LIMITED
By: /s/ Xxx Xxxxx xx Xxxxxxx
-------------------------------------------
Name: Xxx Xxxxx xx Xxxxxxx
-------------------------------------------
Title: Director
-------------------------------------------
/s/ Xxxx Xxxxxxxx
-------------------------------------------
Xxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
-------------------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
-------------------------------------------
Title: Vice President
-------------------------------------------
SCHEDULE A
Initial Escrow Amounts
INITIAL AMOUNT DEPOSITED
SHAREHOLDER WITH ESCROW AGENT DISTRIBUTION PERCENTAGE
----------- ------------------------ -----------------------
Xxxx Xxxxxxxx $ 125,000 25%
Xxxx Xxxxxxxx $ 125,000 25%
Xxxxxxx Xxxxxxx $ 250,000 50%
TOTAL: $ 500,000 100%
