EXHIBIT 99.2
STOCKHOLDER AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as
of May 1, 2001, among Little Switzerland, Inc., a Delaware corporation (the
"Company"), and the persons designated on Schedule I hereto as the Stockholders
(individually, a "Stockholder" and collectively, the "Stockholders"). Schedule I
may be amended from time to time to reflect any adjustment to the number of
shares held by each Stockholder and to reflect the addition of new Stockholders.
RECITALS
A. The Stockholders are the owners of the outstanding shares of the common
stock, par value $.01 per share (the "Common Stock"), of the Company described
on Schedule I hereto.
B. The Stockholders and the Company desire to set forth certain agreements
regarding their future relationships and their rights and obligations with
respect to the Common Stock.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and intending to be legally bound
hereby, the parties hereto hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Terms used in this Agreement in initial capital
letters shall have the meanings set forth in this Section 1.1 or in the Sections
of this Agreement referred to in this Section 1.1.
"Accepting Stockholders" shall have the meaning set forth in Section
2.3(b).
"Adverse Rights" with respect to a share of Common Stock, means any and all
covenants, conditions, restrictions, voting trust arrangements, liens, charges,
encumbrances, security interests and any adverse claims or rights whatsoever,
other than rights specifically created by this Agreement.
"Affiliate" means, as to a Person, any other Person that, directly or
indirectly, through one or more intermediaries controls, is controlled by or is
under common control with the first-mentioned Person.
"Agreement" shall have the meaning set forth in the Preamble.
"Applicable Law" means with respect to any Person, any international,
national, regional, federal, state or local treaty, statute, law, ordinance,
rule, administrative action, regulation, order, writ, injunction, judgment,
directive, decree or other requirement of any Governmental Authority, and any
requirements imposed by common law or case law, applicable to such Person or any
of its Affiliates or any of their respective properties, assets, officers,
directors, employees, consultants or agents (in connection with their activities
on behalf of such Person or one of its Affiliates).
"Block Notice" shall have the meaning set forth in 2.3(a).
"Board of Directors" means the Board of Directors of the Company.
"Business Day" means any day other than a Saturday, Sunday, federal holiday
or other day on which commercial banks in New York City are authorized or
required to close under the laws of the State of New York.
"Common Stock" shall have the meaning set forth in Recital A.
"Company" shall have the meaning set forth in the Preamble.
"Director" means a director of the Company.
"Exempt Transfer" means (i) a Transfer by a Stockholder to an Affiliate of
such Stockholder, provided, that the relevant transferee executes and delivers a
Transferee Agreement; (ii) a Transfer or series of unrelated Transfers of shares
which in the aggregate constitute less than 1% of the outstanding Common Stock
of the Company at the time of such Transfer(s); or (iii) a bona fide pledge or
hypothecation or similar encumbrance of shares by a Stockholder, provided that
the beneficiary of such encumbrance is a commercial lender, and that such
beneficiary executes and delivers a Transferee Agreement.
"First Refusal Notice" shall have the meaning set forth in Section 2.3(a).
"Governmental Authority" means any nation or government, any state or other
political subdivision thereof or any entity, authority or body exercising
executive, legislative, judicial or regulatory functions of or pertaining to
government, including any governmental or regulatory authority, agency,
department, board, commission or instrumentality, any court or tribunal.
"Jewelcor" means collectively Xxxxxxx Xxxxxxxx, his siblings, spouse,
lineal descendants and any trusts for the benefit of the foregoing, Jewelcor
Management, Inc., a Nevada corporation, and its Affiliates; provided, however,
that the foregoing definition shall not be deemed to constitute an admission
that the foregoing persons are includable in any "group" as such term is defined
in Rule 13d-3 promulgated under Section 13 of the Securities Exchange Act of
1934, as amended. "Jewelcor" shall not include Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx or
Xxxxxxx Xxxxxxxx Xxxxxx.
"Offer" and "Offeror" shall have the meanings set forth in Section 2.3(a).
"Offer Price" shall have the meaning set forth in Section 2.3(b).
"Person" means an individual, corporation, partnership, limited liability
company, association, trust, unincorporated organization or other legal entity.
"Right of First Refusal" " shall have the meaning set forth in Section
2.3(a).
"SEC" means the United States Securities and Exchange Commission (or any
successor entity thereto).
"Securities Act" means the Securities Exchange Act of 1933, as amended.
"Selling Stockholder" shall have the meaning set forth in Section 2.2(a).
"Significant Stockholder" shall have the meaning set forth in Section
3.1(b).
"Stockholder(s)" shall have the meaning set forth in the Preamble.
"Tag-Along Stockholders" shall have the meaning set forth in Section
2.2(a).
"Tag-Along Notice" shall have the meaning set forth in Section 2.2(b).
"Tag-Along Sale" shall have the meaning set forth in Section 2.2(a).
"Tiffany" means Xxxxxxx & Co. International, a Delaware corporation, and
its Affiliates.
"Transfer" with respect to a share of Common Stock, means the sale,
assignment, transfer, pledge, hypothecation, gift or other disposition
whatsoever (other than a redemption by the Company) of such share, or the
encumbrance or granting of any rights or interests whatsoever in or in respect
of such share. "Transferee Agreement" means an agreement (i) in writing in form
and substance reasonably satisfactory to the Company and Tiffany, (ii) executed
by a proposed transferee of any of the shares of Common Stock of any
Stockholder, (iii) delivered to the Company and the Stockholders, (iv) pursuant
to which such transferee shall (a) agree to be bound by the terms and conditions
of this Agreement and (b) be so bound.
ARTICLE II
CERTAIN TRANSFER RESTRICTIONS
SECTION 2.1 Restriction on Transfers of Common Stock. No Stockholder shall
Transfer any shares of Common Stock except in accordance with the terms and
provisions of this Agreement. Any purported Transfer in violation of this
Agreement shall be null and void and of no force and effect and the purported
transferees shall have no rights or privileges in or with respect to the Company
or the shares of Common Stock purported to have been so Transferred. The Company
shall refuse to recognize any such Transfer and shall not reflect on its records
any change in record ownership of such shares of Common Stock purported to have
been so transferred.
SECTION 2.2 Tag-Along Rights. (a) Tag-Along Sales. If a Stockholder (the
"Selling Stockholder"), at any time or from time to time, in one transaction or
in a series of related transactions, enters into an agreement (whether oral or
written) to sell its shares of Common Stock or any part thereof to any Person(s)
(other than an Exempt Transfer) (a "Tag-Along Sale"), then each of the other
Stockholders (the "Tag-Along Stockholders") shall have the right, but not
obligation, to include in such Tag-Along Sale a portion of the total shares of
Common Stock to be sold in such Tag-Along Sale equal to the number of shares of
Common Stock derived by multiplying the total number of shares of Common Stock
then owned by such Tag-Along Stockholder by a fraction, the numerator of which
is equal to the number of shares of Common Stock that are to be purchased by the
proposed purchaser and the denominator of which is the total number of shares of
Common Stock owned by the Selling Stockholder prior to such sale, with the
number of shares to be included by such Tag-Along Stockholders and Selling
Stockholder in such Tag-Along Sale reduced pro rata by multiplying the number of
shares of Common Stock that are to be purchased by the proposed purchaser by a
fraction, the numerator of which is the number of shares of Common Stock owned
by such Stockholder participating in such sale and the denominator of which is
the aggregate number of shares of Common Stock outstanding, in each case
immediately prior to the time of such Tag-Along Sale. Any such sales by the
Tag-Along Stockholders shall be on the same terms and conditions (including,
without limitation, price and form of consideration), as the proposed Tag-Along
Sale by the Selling Stockholder; provided, however, that no Tag-Along
Stockholder may be required to make any representation or warranty in connection
with the Tag-Along Sale other than as to its ownership and authority to sell the
shares of Common Stock proposed to be sold by it, free and clear of any and all
Adverse Rights. Notwithstanding the foregoing, each Stockholder participating in
a Tag-Along Sale pursuant to the terms of this Section 2.2 that breaches any of
such representations and warranties shall severally bear its proportionate share
(together with such other Stockholders who have also breached their
representations and warranties) of any liability or obligation to indemnify the
purchaser from and against liabilities arising from a breach of the
representations and warranties given by such Stockholder. Each Tag-Along
Stockholder participating in such Tag-Along Sale shall severally bear its pro
rata share of the reasonable expenses of the Selling Stockholder in connection
with the Tag-Along Sale, including the legal, accounting and investment banking
fees and expenses associated with such Tag-Along Sale.
(b) Tag-Along Notice. The Selling Stockholder shall promptly
(and in no event later than fifteen (15) days prior to the proposed consummation
thereof) provide each Tag-Along Stockholder with written notice of any proposed
Tag-Along Sale (the "Tag-Along Notice") in accordance with Section 2.4 hereof.
In addition to the information required to be set forth by Section 2.4 hereof,
such Tag-Along Notice shall set forth: (i) the name and address of the proposed
purchaser of the shares of Common Stock included in the Tag-Along Sale; (ii) the
proposed amount and form of consideration to be paid for such shares and the
terms and conditions of payment offered by the proposed purchaser; and (iii) the
number of shares of Common Stock the Selling Stockholder proposed to be sold in
the event no other Stockholder elects to participate in the Tag-Along Sale.
SECTION 2.3 Right of First Refusal. (a) If, at any time, a Stockholder
receives a bona fide offer from a third party, other than (i) an Affiliate of
such Stockholder or (ii) an underwriter in connection with a public offering, to
purchase any or all of its shares of Common Stock (the "Offer") from a third
party (the "Offeror") which the Stockholder wishes to accept (a "Selling
Stockholder"), the Selling Stockholder shall cause the Offer to be reduced to
writing and shall notify the other Stockholders in writing of its wish to accept
the Offer (the "First Refusal Notice"). The Selling Stockholder's notice shall
contain an irrevocable offer to sell such shares of Common Stock to the other
Stockholders (in the manner set forth below) at a purchase price equal to the
price contained in, and on the same terms and conditions of, the Offer (the
"Right of First Refusal"), and shall be accompanied by a true copy of the Offer
(which shall identify the Offeror). Notwithstanding anything herein to the
contrary, a Stockholder which desires to sell shares of Common Stock in an
ordinary broker's transaction shall be deemed to have received an offer from a
third party at the then market price and the First Refusal Notice shall be
amended accordingly to reflect the foregoing (and may be referred to more
specifically as a "Block Notice")
(b) At any time within 30 days after the date of the receipt of the First
Refusal Notice (or 10 days after the date of the receipt of a Block Notice), the
other Stockholders (sometimes referred to herein as the "Accepting
Stockholders") shall have the right and option to purchase not less than all of
the shares of Common Stock covered by the Offer at the same price (the "Offer
Price") and on the same terms and conditions as the Offer by delivering a
certified bank check or checks equal to the cash consideration and the cash
equivalent in present value to any non-cash consideration, in each case as such
consideration is set forth in the Offer, to the Selling Stockholder at the
address of the Selling Stockholder against delivery of certificates or other
instruments representing the shares of the Common Stock so purchased,
appropriately endorsed by the Selling Stockholder. If more than one Stockholder
wishes to exercise its Right of First Refusal hereunder, each such exercising
Stockholder shall purchase the number of shares of Common Stock derived by
multiplying the number of shares of Common Stock subject to the Offer by a
fraction, the numerator of which is the number of shares of Common Stock owned
by such exercising Stockholder and the denominator of which is the aggregate
number of shares of Common Stock owned by all Accepting Stockholders, in each
case as immediately prior to exercise. Each Accepting Stockholder shall bear its
pro rata share of the reasonable expenses in connection with such sale,
including the legal, accounting and investment banking fees and expenses
associated with such sale.
(c) If at the end of such 30-day period (or 10-day period in the case of a
Block Notice), no Accepting Stockholder has tendered the purchase price for such
shares in the manner set forth above, the Selling Stockholder may during the
succeeding 60-day period (or 10-day period in the case of a Block Notice) sell
not less than all of the shares of Common Stock covered by the Offer to the
Offeror at a price and on terms no less favorable to the Selling Stockholder
than those contained in the Offer. Promptly after such sale, the Selling
Stockholder shall notify the Stockholders of the consummation thereof and shall
furnish such evidence of the completion and time of completion of such sale and
of the terms thereof as may reasonably be requested by the Company. If, at the
end of the 60-day period (or 10-day period in the case of a Block Notice)
following the expiration of the 30-day period (or 10-day period in the case of a
Block Notice) for the Stockholders to purchase the Common Stock, the Selling
Stockholder has not completed the sale of such shares of the Common Stock as
aforesaid, all the restrictions on sale, transfer or assignment contained in
this Agreement shall again be in effect with respect to such shares of the
Common Stock.
SECTION 2.4 Procedures. (a) Any tag-Along Notice or First Refusal Notice
shall be effective if delivered within the applicable time period specified in
this Article II, and shall specify the place, time and date for the delivery of
and payment for the shares which are the subject of such notice, which delivery
shall take place at the principal executive offices of the Company during normal
business hours on a Business Day not fewer than five nor more than 15 calendar
days after delivery of such notice. At the place, time and date so specified,
the relevant Stockholder shall deliver certificates for such shares duly
endorsed, or accompanied by written instruments of transfer duly executed by the
relevant Stockholder, free and clear of any Adverse Rights. Any Tag-Along Notice
or First Refusal Notice shall be deemed to have been received on the date of
delivery thereof (if delivered by hand), on the third day after the mailing
thereof (if mailed), on the next day after the sending thereof (if by overnight
courier), and when receipt is confirmed if telecopied.
(b) Valuation. Should the Offer Price be payable in property other than
cash, shares of common stock traded on the New York Stock Exchange or NASDAQ -
National Market System or evidences of indebtedness, the Accepting Stockholders
shall have the right to pay the purchase price in the form of cash equal in
amount to the value of such property. If the Selling Stockholder and the
Accepting Stockholders cannot agree on such cash value within ten (10) days
after the Accepting Stockholders' receipt of the First Refusal Notice, the
valuation shall be made by an appraiser of recognized standing selected by the
Selling Stockholder the Accepting Stockholders or, if they cannot agree on an
appraiser within twenty (20) days after the American Arbitration Association,
whose appraisal shall be determinative of such value. The cost of such appraisal
shall be shared equally by the Selling Stockholder on the one hand, and the
Accepting Stockholders, on the other hand. If at the time of the closing of the
Accepting Stockholders' purchase would otherwise have expired but for the
determination of the value of the purchase price offered by the prospective
transferee(s), then such closing shall be held on or prior to the fifth business
day after such valuation shall have been made pursuant to this subsection.
(c) Exempt Transfers. The provisions of Sections 2.2 and 2.3 shall only
apply to bona fide, third party sales by Stockholders and
shall not apply to an Exempt Transfer.
SECTION 2.5 Registration. Prior to any Transfer, the holder thereof shall
give written notice to the Company of such holder's intention to effect such
Transfer. Each such notice shall describe the manner and circumstances of the
proposed Transfer in sufficient detail, and, if requested by the Company, shall
be accompanied by either (i) a written opinion of legal counsel who is
reasonably satisfactory to the Company, addressed to the Company and reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed Transfer may be effected without registration under the Securities
Act and applicable state securities laws, (ii) a "no action" letter from the SEC
to the effect that the Transfer of such securities without registration under
the Securities Act will not result in a recommendation by the staff of the SEC
that action be taken with respect thereof or (iii) a combination of (i) and (ii)
above, whereupon the holder of such shares of Common Stock shall be entitled to
Transfer such shares in accordance with the terms of this Agreement and the
notice delivered by the holder to the Company. Each certificate evidencing the
shares of Common Stock Transferred as above provided shall bear the appropriate
restrictive legend set forth in Section 3.3 hereof. Any purported Transfer in
violation of this Section 2.5 shall be null and void and of no force or effect,
and the Company shall not record any such Transfer on its stock transfer books.
ARTICLE III
ADDITIONAL AGREEMENTS AMONG
THE STOCKHOLDERS AND THE COMPANY
SECTION 3.1 Board of Directors. The Company agrees that it shall take all
requisite action to ensure that the following shall occur and be continuing, and
each Stockholder shall, at any meeting of the stockholders of the Company or in
any other circumstance upon which a vote, consent or other approval is sought,
vote (or cause to be voted) its shares of Common Stock so as to cause the
following to occur and be continuing:
(a) Article VII of the Company's Certificate of Incorporation shall not be
amended other than in accordance with any of the items enumerated in this
Section 3.1.
(b) The Chief Executive Officer of the Company shall be independent of any
stockholder of the Company which beneficially owns in excess of 5% of the number
of outstanding shares of capital stock of the Company at any time (a
"Significant Stockholder").
(c) The Company shall nominate the candidates for election as Directors of
the Company as follows:
(i) two persons designated by Tiffany, one as a Class I director and
one as a Class II director;
(ii) one person designated by Jewelcor as a Class III director;
(iii) one person who is neither an officer nor an employee of the
Company and who is also independent of any Significant Stockholder, which
such person shall be reasonably acceptable to Tiffany and Jewelcor, as a Class
II director; and
(iv) the Chief Executive Officer of the Company as a Class I director,
who shall initially be Xxxxxx X. Xxxxxxxxxxx, and his successor who shall also
be independent of any Significant Stockholder and who shall be
reasonably acceptable to Tiffany and Jewelcor.
(d) Xxxxxxx Xxxxxxxx shall remain the Chairman of the Board of Directors
through the 2002 annual meeting of the stockholders of the Company and until his
successor is duly elected.
(e) At least three Business Days prior to any regularly scheduled meeting
of the Board of Directors, the Company shall distribute to all Directors a
written agenda of the matters to be addressed at such meeting. Each Director
shall have the unilateral right to add additional matters to any such agenda up
until the time of, and during, such meeting.
(f) Tiffany shall at all times designate the Chairman of the Audit
Committee of the Board of Directors.
(g) The Company will establish and maintain a Compensation Committee of the
Board of Directors consisting of three directors, one of whom shall be a
director designated by Tiffany, one of whom shall be the director designated by
Jewelcor and one of whom shall be the independent director referred to in
Section Section 3.1(c)(iii).
(h) No material changes shall be made to the current business model of the
Company without the unanimous written consent of all the Directors. A
description of the current business model of the Company is attached as Schedule
II hereto.
(i) Nothing herein contained shall confer upon an individual who is a
Stockholder the right as such to serve as a director, officer or employee of the
Company.
SECTION 3.2 Termination of Rights. The rights granted to each Stockholder
under this Agreement shall terminate with respect to any Stockholder on the
first day that such Stockholder ceases to own at least 50% of the number of
shares of Common Stock owned by such Stockholder as of the date such Stockholder
became a party to this Agreement (as adjusted for any stock splits, stock
dividends or stock combinations).
SECTION 3.3 Legend. (a) The certificates representing the shares of Common
Stock owned by any Stockholder, including certificates issued by the Company
upon any Transfer of such shares shall bear the following legend as well as any
other legends required under any agreement or Applicable Law:
THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDER
AGREEMENT DATED MAY 1, 2001 BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF
THE COMPANY WHICH, AMONG OTHER THINGS, SUBSTANTIALLY RESTRICTS THE
TRANSFERABILITY OF THESE SECURITIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY. THE SALE, TRANSFER, OTHER DISPOSITION, AND
VOTING OF SUCH SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND SUCH
SECURITIES ARE TRANSFERABLE ONLY UPON PROOF TO THE COMPANY OF COMPLIANCE
THEREWITH.
(b) Any Stockholder who holds shares of Common Stock which do not bear the
foregoing legend shall promptly tender such shares to the Company or its
transfer agent so that such legend can be affixed to any such shares.
SECTION 3.4 Reorganization. The provisions of this Agreement shall apply to
any shares or other securities resulting from any stock split or reverse split,
stock dividend, reclassification of the capital stock of the Company,
consolidation or merger of the Company, and any shares or other securities of
the Company or of any successor company which may be received by any of the
Stockholders (and/or their respective successors, permitted assigns, legal
representatives and heirs) by virtue of its ownership of Common Stock.
SECTION 3.5 Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
SECTION 3.6 Remedies. In the event of a breach by any party to this
Agreement of its obligations under this Agreement, any party injured by such
breach, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, shall be entitled to specific performance of its
rights under this Agreement. The parties agree that the provisions of this
Agreement shall be specifically enforceable, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of any such provision
will be inadequate compensation for any loss and that any defense in any action
for specific performance that a remedy at law would be adequate is hereby waived
by each of the parties.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1. Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original for all purposes and all
of which will be deemed collectively to be one agreement. Execution may be
effected by delivery of facsimiles of signature pages, followed by delivery of
originals of such pages.
SECTION 4.2. Waivers and Amendments. No amendment or waiver of any
provision of this Agreement, nor consent to any departure therefrom, will be
effective unless the same shall be in writing and signed by an officer of each
party hereto, and then such waiver or consent will be effective only in the
specific instance and for the specific purpose for which given. No failure on
the part of a party hereto to exercise, and no delay in exercising, any right
hereunder will operate as a waiver thereof; nor will any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies provided in this Agreement are
cumulative and, unless otherwise expressly provided herein, not exclusive of any
remedies provided by law.
SECTION 4.3. Binding Effect. This Agreement will be binding upon and inure
to the benefit of the parties and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns. No
party may assign his or its rights hereunder or any interest herein other than
pursuant to a Transferee Agreement or an Exempt Transfer.
SECTION 4.4. Severability. If one or more provisions of this Agreement are
held to be unenforceable to any extent under Applicable Law, such provision
shall be interpreted as if it were written so as to be enforceable to the
maximum extent permitted by law so as to effectuate the parties' intent to the
maximum extent, and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms
to the maximum extent permitted by Applicable Law.
SECTION 4.5. Exhibits and Schedules. The Exhibits and Schedules from time
to time attached hereto or referred to herein are incorporated herein and made a
part hereof for all purposes. As used herein, the expression "this Agreement"
includes such Exhibits and Schedules.
SECTION 4.6. GOVERNING LAW. This Agreement, the transactions contemplated
hereby the rights and obligations of the parties hereto, and any disputes or
controversies arising therefrom shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without regard to its
principles of conflict of laws that would provide for the application of any
other law.
SECTION 4.7. Captions. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit or
amplify the provisions hereof.
SECTION 4.8. Entirety. This Agreement contains the entire agreement and
understanding between the parties with respect to the matters addressed herein
and supersedes all prior representations, inducements, promises or agreements,
oral or otherwise, which are not embodied herein.
SECTION 4.9. Third Party Beneficiaries. Nothing contained herein, express
or implied, is intended to confer upon any person or entity other than the
parties and their heirs, executors, administrators, personal representatives,
successors and permitted assigns any rights or remedies under or by reason of
this Agreement, except as otherwise expressly provided in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
COMPANY:
LITTLE SWITZERLAND, INC., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
STOCKHOLDERS:
XXXXXXX & CO INTERNATIONAL, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Secretary
JEWELCOR MANAGEMENT, INC., a Nevada corporation
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------------
Name: Xxxxxxx Xxxxxxxx
SCHEDULE I
STOCKHOLDERS
Xxxxxxx Xxxxxxxx
SCHEDULE II
CURRENT BUSINESS MODEL
