ESCROW AGREEMENT
Exhibit
99.1
This
Escrow Agreement (the "Agreement") is made
and entered into this 26th day of August, 2008, by and among Madison Enterprises
Group, Inc., a Delaware corporation (the "Issuer"); the Selling
Stockholders of shares of common stock of the Company ("Selling
Stockholders"), who elect to sell shares of common stock of the Issuer as
provided below; and Wilmington Trust Company, a Delaware banking corporation
(the "Escrow
Agent").
WHEREAS,
the Issuer has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-1 ("Form S-1") pursuant to the Securities Act
of 1933 as amended (the "Act") with respect to the prospective sale of shares in
the Issuer by the Selling Stockholders (the "Offering");
WHEREAS,
the Offering is being conducted based upon the Issuer being deemed to be a Blank
Check issuer as that term is defined by subsection (a)(2) of Rule 419 ("Rule
419") of Regulation C promulgated pursuant to the Act;
WHEREAS,
if any of the stockholders of the Issuer who are identified on Schedule “A"
which is annexed hereto elects to sell shares of common stock of the Issuer
pursuant to the Offering (each of such stockholders being deemed a Selling
Stockholder), the Issuer desires to utilize the Escrow Agent's services pursuant
to the terms and conditions herein provided to satisfy the restrictions and
requirements imposed upon the Offering by Rule 419;
WHEREAS,
if any Selling Stockholder elects to sell shares of common stock of the Issuer, then each
Selling Stockholder who elects to sell shares of common stock of the Issuer pursuant to
the Offering shall agree to be bound by the terms and conditions of this
Agreement as a condition of any such sale and shall execute the Selling
Stockholder Signature Page, in the form which is annexed hereto as Schedule
B.
NOW,
THEREFORE, in consideration of the mutual covenants which are hereinafter set
forth and for good and valuable consideration, receipt of which is hereby
acknowledged,
IT IS
AGREED:
1. Recitals
Adopted. The parties hereto adopt as part of this Agreement
each of the recitals which is set forth above in the WHEREAS clauses, and agree
that such recitals shall be binding upon the parties hereto by way of contract
and not merely by way of recital or inducement; and that such WHEREAS clauses
are hereby confirmed and ratified as being true and accurate by each party as to
itself and himself.
2. Appointment of Escrow
Agent.
A. In
connection with Selling Stockholders' possible sale of shares of common stock
after such shares are registered, the Issuer hereby appoints the Escrow Agent to
act as escrow agent in connection with the Offering pursuant to the terms and
conditions set forth in this Agreement.
B. The
Escrow Agent shall receive compensation to be paid by the Issuer as set forth on
Schedule C, annexed hereto and made a part hereof.
3. Duties of Escrow
Agent.
A. Escrow
Agent shall establish an escrow account (the "Escrow Account") into which the
shares to be sold (the "Escrow Shares") and the funds to be received from
prospective purchasers of said shares (the "Prospective Purchasers") as well as
any dividends earned by the Prospective Purchasers while the Escrow Shares are
being held in escrow (the "Escrow Funds") in connection with any sale by the
Selling Stockholders pursuant to the Offering (collectively, the "Escrow Items")
shall be deposited and held until an acquisition meeting the criteria specified
in Rule 419 is completed. Escrow Funds shall be invested upon the
written direction of an officer of the Issuer; provided however, that the Escrow
Funds shall only be invested in an obligation that constitutes a "deposit", as
that term is defined in section 3(l) of the Federal Deposit
Insurance Act (each a “Permitted Investment”). The Issuer shall be
solely responsible for ensuring that such directions include only Permitted
Investments, and the Escrow Agent shall not have any obligation with respect to
such determination.
B. Escrow
Agent shall receive and hold all shares of common stock sold pursuant to the
Offering (i.e., the Escrow Shares) pursuant to the terms set forth in this
Agreement and in accordance with Rule 419. All Escrow Shares are to
remain as deposited and shall be held until (i) released by the Escrow Agent
pursuant to Paragraphs "D", "E", "F" or "G" of this Article "3" of this
Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in
court pursuant to Paragraph "G" of Article "5" of this Agreement or the last
sentence of Paragraph "I" of Article "5" of this Agreement. The
identity of (i) each Selling Stockholder and (ii) the Prospective Purchaser
shall be included with the stock certificates or other documents evidencing such
securities which are delivered to the Escrow Agent. The Escrow Shares shall
remain as issued and deposited and shall be held for the sole benefit of the
Prospective Purchasers, who shall have voting rights with respect to the Escrow
Shares held in their names, as provided by applicable state law. All
stock powers, which shall be duly executed in blank, shall be sent to the Escrow
Agents separate from the certificates evidencing the Escrow Shares.
C. If
Escrow Agent shall receive written notice from the Issuer pursuant to Article
"9" of this Agreement that the Issuer has entered into an agreement for the
acquisition of a business pursuant to paragraphs (e)(1) and (e)(2) of Rule 419,
and said written notice includes a representation that the Issuer has provided a
post-effective amendment to the Issuer's registration statement which has been
declared effective by the SEC to each Prospective Purchaser and has received
confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii) that
said Prospective Purchasers intend to continue to remain investors in the
Issuer, then Escrow Agent, within two (2) business days, shall deliver the
Escrow Shares to the applicable Prospective Purchasers who have given said
confirmation at the address provided
by the Selling Stockholders, if known, and shall deliver the Escrow Funds to the
corresponding Selling Stockholders or, on their behalf to the brokerage account
set forth in the Company’s records, or if no brokerage account is provided, to
their home address which is specified in the Company’s
records.
D. If
Escrow Agent shall receive written notice from the Issuer pursuant to Article
"9" of this Agreement that the Issuer has entered into an Acquisition Agreement
pursuant to paragraphs (e)(1) and (e)(2) of Rule 419, and said written notice
includes a representation that the Issuer has provided a post-effective
amendment to the Issuer's registration statement which has been declared
effective by the SEC to each Prospective Purchaser, and either (i) Issuer has
received confirmation from Prospective Purchasers pursuant to Rule 419(e)(2)(ii)
that said Prospective Purchasers do not intend to continue to remain investors
in the Issuer or (ii) more than forty-five (45) business days have elapsed after
the effective date of the post-effective amendment, then Escrow Agent shall
within two (2) business days return the Escrow Funds to the corresponding
Prospective Purchasers at the address provided
by the Selling Stockholders, if known, and shall return the Escrow Shares to the
corresponding Selling Stockholders or, on their behalf to the brokerage account
set forth in the Company’s records, or if no brokerage account is provided, to
their home address which is specified in the Company’s
records.
E. If
upon receiving written instructions from the Issuer that the Issuer has not (i)
negotiated an acquisition transaction, (ii) filed a post-effective amendment to
its registration statement, (iii) successfully completed a reconfirmation
offering meeting the requirements of Rule 419 and (iv) closed on the acquisition
agreement within eighteen (18) months after the effective date of its
registration statement, then Escrow Agent shall return the Escrow Funds to the
corresponding Prospective Purchasers, and shall return the Escrow Shares to the
corresponding Selling Stockholders pursuant to the written instructions from the
Issuer.
F. If
the Issuer elects to terminate the Offering prior to the occurrence of the
events specified in Paragraphs "D", "E" or "F" of this Article "3" of this
Agreement, then the Issuer shall notify Escrow Agent in writing pursuant to
Article "9" of this Agreement that the Offering has been terminated and the
registration statement withdrawn, whereupon Escrow Agent shall, within two (2)
business days, return the Escrow Funds to the Prospective Purchasers, and shall
return the Escrow Shares to the Selling Stockholders.
4. Representations, Warrants
and Covenants of Escrow Agent.
A. Escrow
Agent shall deposit the gross proceeds, if any, from the Offering promptly into
the Escrow Account. Dividends, if any, earned on said funds shall be
held in the Escrow Account until the funds are released. If the
Escrow Funds are released to a Prospective Purchaser, the Prospective Purchaser
shall receive any dividends earned on such funds until the date of
release. If Escrow Funds are released to the Selling Stockholders,
any dividends earned on such funds up to the date of release shall be released
to the Selling Stockholders.
B. Escrow
Agent shall maintain in good faith and in the regular course of business Escrow
Account records, providing that the funds in the Escrow Account are held for the
benefit of the purchasers and showing the name and interest of each party to the
account.
C. Except
as set forth herein, no transfer or other disposition of Escrow Shares shall be
permitted other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986 [26 U.S.C. 1 et seq.], or the rules
thereunder.
5. Rights and Immunities of
Escrow Agent. Acceptance by the Escrow Agent of its duties
pursuant to this Agreement is subject to the following terms and conditions,
which all parties to this Agreement hereby agree shall govern and control the
rights, duties and immunities of the Escrow Agent:
A. The
duties and obligations of the Escrow Agent shall be determined solely by the
express provisions of this Agreement and the Escrow Agent shall only be
responsible for the performance of such duties and obligations as are
specifically set out in this Agreement. This Agreement shall not be
deemed to create a fiduciary relationship between the parties hereto under state
or federal law except as specifically provided in this Agreement.
B.
(i) The
Escrow Agent is hereby released and exculpated from all liability, costs, and
expenses whatsoever which arise out of or in connection with the Escrow Agent’s
activities as escrow agent hereunder, including, but not limited to, any
liability, cost or expense which is caused by the negligence or gross negligence
of the Escrow Agent. Notwithstanding the foregoing, the Escrow Agent
shall be liable only to the extent of any loss or damage which is caused by its
willful misconduct.
(ii) The
Escrow Agent shall not be obligated to verify (i) the authenticity of any
documents submitted to it as originals, (ii) the genuineness of the signatures
on any documents submitted to it; (iii) the legal capacity of any persons who
executed any document submitted to it; (iv) the due authorization and valid
execution of any agreement submitted to it by all parties thereto; (v) that any
agreement submitted to it constitutes a valid and legally binding agreement and
obligation of the parties; and (vi) the conformity to the originals of any
documents submitted to it (a) as photostatic copies or (b) via
facsimile.
C. The
Escrow Agent may act or refrain from acting with respect to any matter which is
referred to herein in reliance upon either: (i) the advice of any counsel who
may be selected by the Escrow Agent from time to time or (ii) a good faith
determination by the Escrow Agent. The Escrow Agent is hereby
released and exculpated from all liability or claimed liability by the parties
or any other person which may arise or be alleged to have arisen, out of or as a
result of, in connection with acting as Escrow Agent or in refraining from
acting upon either: (i) the advice of any counsel or (ii) a good faith
determination by the Escrow Agent.
D. Escrow
Agent shall not be required to use its own funds in the performance of any of
its obligations or duties or the exercise of any of its rights or powers, and
shall not be required to take any action which, in Escrow Agent's sole and
absolute judgment, could cause it to incur any expense or liability unless
furnished with security and indemnity which it deems, in its sole and absolute
discretion, to be satisfactory.
E. The
Escrow Agent may rely upon any paper or other document which may be submitted to
the Escrow Agent in connection with its duties hereunder which is believed by
the Escrow Agent to be genuine and to have been signed by the proper party or
parties and is hereby released and exculpated from all liability, including, but
not limited to, losses, costs, consequential damages and expenses whatsoever
which arises out of or in connection with its actions based upon any such paper
or other document, and the Escrow Agent shall have no liability or
responsibility with respect to the form, execution or validity
thereof.
F. The
Escrow Agent may institute or defend any action or legal process which involves
any matter which is referred to herein which in any manner affects the Escrow
Agent or its duties or liabilities hereunder, but the Escrow Agent shall not be
required to institute or defend such action or process unless or until requested
to do so, and then only upon receiving full indemnity, against any and all
claims, liabilities, judgments, reasonable attorneys fees and other expenses of
every kind in relation thereto. Such indemnification shall be in a
form and amount satisfactory to the Escrow Agent, in its sole and absolute
discretion, and from such parties determined by the Escrow Agent in its sole and
absolute discretion.
G. The
Issuer and the Selling Stockholders, jointly and severally, agree to and shall
indemnify and save the Escrow Agent harmless from and against any losses,
claims, liabilities, judgments, reasonable attorneys’ fees and other expenses of
every kind and nature which may be suffered, sustained or incurred by the Escrow
Agent by reason of its acceptance of, and its performance under, this Agreement
except for the Escrow Agent’s willful misconduct. In addition, the
Escrow Agent shall be entitled to the fair value of the legal services incurred
to outside counsel with respect to the Escrow Agent’s acceptance of, and its
performance pursuant to this Agreement.
H. The
Escrow Agent may at any time, in its sole and absolute discretion, deposit the
Escrow Items with a court of competent jurisdiction in Wilmington, Delaware
pursuant to an action of interpleader, and upon such deposit the Escrow Agent
shall be released from any further liability or obligation as the Escrow
Agent.
I. In
the event of any dispute which is referred to herein, the Escrow Agent shall be
entitled to consult with counsel and commence or defend any legal proceeding if
the Escrow Agent, in its good faith determination, determines to do so, and
shall be reimbursed by the Issuer and the Selling Stockholders for all legal
fees and expenses in connection with such consultation and legal
proceeding.
J. The
Escrow Agent may resign at any time from its duties as Escrow Agent by giving at
least thirty (30) days prior written notice ("Resignation Notice") pursuant to
Article "9" of this Agreement to the Issuer and to all Selling Shareholders and
Prospective Purchasers who have Escrow Items being held by the Escrow
Agent. The Escrow Agent shall upon the (i) acceptance of the new
escrow agent by the Issuer and (ii) presentation of an executed agreement
appointing said new escrow agent, turn over to said escrow agent the Escrow
Items. If no such escrow agent is appointed within thirty (30) days
after the giving of Resignation Notice, the Escrow Agent may deposit the Escrow
Items with a court of competent jurisdiction in Wilmington,
Delaware.
K. The
Escrow Agent is not a party to or bound by any agreement pertaining to the
Offering or any other agreement between the Issuer and the Selling Stockholders,
except this Agreement.
L. The
duties of the Escrow Agent hereunder are entirely ministerial, being limited to
receiving, holding, and disbursing the amount in escrow as provided
herein. The Escrow Agent may rely upon and will be protected in
acting upon any paper or other document which may be submitted to it in
connection with its duties hereunder and which is believed by it to be genuine
and to have been signed by the proper party or parties or
their representatives, and shall have no liability or responsibility with
respect to the form, execution, or validity thereof.
M. The
Escrow Agent’s obligation to act as Escrow Agent pursuant to this Agreement
shall terminate at such time as (i) the Escrow Agent shall deliver the Escrow
Items pursuant to Paragraphs "D", "E", "F" or "G" of Article "3" of this
Agreement or (ii) the Escrow Agent shall have deposited the Escrow Items in
court pursuant to Paragraph "G" of this Article "5" of this Agreement or the
last sentence of Paragraph "I" of this Article "5" of this
Agreement.
6. Duties of
Issuer. Upon
request of the Escrow Agent, Issuer shall timely execute and deliver
any and all documents, and perform any and all acts, as may be
reasonably and customarily required to
be executed or performed by an
issuer in connection with the parties' fulfillment of
their respective obligations under an escrow agreement
such as this Agreement.
7. Authority. The
persons executing this Agreement hereby represent that each is duly authorized
to enter into this Agreement in the capacity specified, and upon request, will
provide documentation to the Escrow Agent and the other party which supports his
or her authority to enter into this Agreement.
8.
Miscellaneous.
A. Headings. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
B. Enforceability. If
any provision which is contained in this Agreement should, for any reason, be
held to be invalid or unenforceable in any respect under the laws of any State
of the United States, such invalidity or unenforceability shall not affect any
other provision of this Agreement. Instead, this Agreement shall be
construed as if such invalid or unenforceable provisions had not been contained
herein.
C. Amendment. This
Agreement may not be changed, modified, extended, terminated or discharged
orally but only by an agreement in writing, signed by all of the parties to this
Agreement.
9. Notices. Any notice
or other communication required or permitted hereunder must be in writing and
sent by either (i) certified mail, postage prepaid, return receipt requested,
(ii) overnight delivery with confirmation of delivery or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid,
addressed as follows:
If to the
Issuer :
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxxx X. Xxxxx
Facsimile
No.: (000) 000-0000
If to the
Escrow Agent:
Wilmington
Trust Company
0000 X.
Xxxxxx Xx.
Xxxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxxxxx
Facsimile
No.: (000) 000-0000
If to the
Selling Shareholders and Prospective Purchasers: to the address as
set forth in the Company’s records or in
each case to such other address and facsimile number as shall have last been
furnished by like notice. If mailing is impossible due to an absence
of postal service, and the other methods of sending notice set forth in this
Article “9” of this Agreement are not otherwise available, notice shall be hand
delivered to the aforesaid addresses. Each notice or communication
shall be deemed to have been given as of the date of receipt; provided, however,
that any notice sent by facsimile shall be deemed to have been given as of the
date sent by facsimile if a copy of such notice is also mailed by first class
mail on the date sent by facsimile; if the date of mailing is not the same as
the date of sending by facsimile, then the date of mailing by first class mail
shall be deemed to be the date upon which notice is
given.
10. Governing
Law. This
Agreement shall in all respects be construed, governed, applied and enforced in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein, without giving effect to the principles of
conflicts of law that would call for the application of the laws of any other
jurisdiction. Furthermore, the parties hereby agree:
A. That
any proceeding to enforce the provisions of this Agreement may be commenced in
the Courts of the State of Delaware and federal courts in the State of Delaware
having subject matter jurisdiction;
B. To
hereby irrevocably and unconditionally consent to and submit to personal
jurisdiction over each of them by the Courts of the State of Delaware and
federal courts in the State of Delaware, and appellate courts thereof, in any
action or proceeding, or for recognition and enforcement of any judgment in
respect thereof;
C. To
hereby waive personal service of any and all process and specifically consent
that in any such action or proceeding, any service of process may be effectuated
upon any of them by certified mail, return receipt requested, to the addresses
which are set forth in Article “9” of this Agreement or in each case to such
other addresses as shall have last been furnished by the like notice;
and
D. To
hereby waive any objection that they may now or hereafter have to the venue of
any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agree not to plead or claim
the same.
11. Construction. Each
of the parties hereto hereby further acknowledges and agrees that (i) each has
been advised by counsel during the course of negotiations and (ii) each counsel
has had significant input in the development of this Agreement and (iii) this
Agreement shall not, therefore, be construed more strictly against any party
responsible for its drafting regardless of any presumption or rule requiring
construction against the party whose attorney drafted this
Agreement.
12. Entire
Agreement. This Agreement and all documents and instruments
referred to herein (i) constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and thereof, and (ii) are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
13. Further
Assurances. The parties agree to execute any and all such
other further instruments and documents, and to take any and all such further
actions which are reasonably required to effectuate this Agreement and the
intents and purposes hereof.
14. Binding
Agreement. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their heirs, executors, administrators,
personal representatives, successors and assigns.
15. Non-Waiver. Except
as otherwise expressly provided herein, no waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made unless expressly
in writing and signed by the party against whom such waiver is charged; and (i)
the failure of any party to insist in any one or more cases upon the performance
of any of the provisions, covenants or conditions of this Agreement or to
exercise any option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants or conditions,
(ii) the acceptance of performance of anything required by this Agreement to be
performed with knowledge of the breach or failure of a covenant, condition or
provision hereof shall not be deemed a waiver of such breach or failure, and
(iii) no waiver by any party of one breach by another party shall be construed
as a waiver of any other or subsequent breach.
16. Modifications. This
Agreement may not be changed, modified, extended, terminated or discharged
orally, but only by an agreement in writing, signed by all of the parties to
this Agreement.
17. Exhibits. All
Exhibits annexed or attached to this Agreement are incorporated into this
Agreement by reference thereto and constitute an integral part of this
Agreement.
18. Severability. The
provisions of this Agreement shall be deemed separable. Therefore, if
any part of this Agreement is rendered void, invalid or unenforceable, such
rendering shall not affect the validity or enforceability of the remainder of
this Agreement; provided, however, that if the part or parts which are void,
invalid or unenforceable as aforesaid shall substantially impair the value of
this whole Agreement to any party, that party may cancel, and terminate the
Agreement by giving written notice to the other party.
19. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and this same
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and the year first above written.
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
By: /s/ Xxxx
X. Xxxxxx
Xxxx X.
Xxxxxx, Principal Financial Officer
Wilmington
Trust Company, As Escrow Agent
By: /s/ Xxxx
X. Xxxxxxxxxx
Xxxx X.
Xxxxxxxxxx, Authorized Signer
SCHEDULE
A
LIST
OF THE SELLING STOCKHOLDERS
|
NAME
OF SELLING
SECURITY HOLDER
|
BENEFICIAL
HOLDINGS BEFORE
THE OFFERING |
|||
|
Xxxxxx
Xxxxxxx
|
10,000
|
|||
|
Xxxx
Xxxxxx
|
10,000
|
|||
|
Xxx
Xxxxx
|
10,000
|
|||
|
Xxxxxxx
Xxxxxxxxx
|
10,000
|
|||
|
Xxxxxx
Xxxxxxxxx
|
10,000
|
|||
|
Kareela
Business Ltd.
|
10,000
|
|||
|
Xxxxxxx
Xxxxxxxxxx
|
10,000
|
|||
|
Xxxxxx
Xxxxxxxxxx
|
10,000
|
|||
|
Xxxxx
Family Trust
|
10,000
|
|||
|
Xxxxxxxxx
Xxxxx
|
10,000
|
|||
|
Xxxx
Xxxxx
|
10,000
|
|||
|
Xxxxxxx
Xxxxxxx
|
10,000
|
|||
|
Xxxx
Xxxx
|
10,000
|
|||
|
Xxxxxxx
Xxxxxxx Xxxx
|
10,000
|
|||
|
Haldun
Sacbüken
|
10,000
|
|||
|
Xxxx
Xxxx
|
10,000
|
|||
|
Xxxxxx
Xxxxxxx
|
10,000
|
|||
|
Xxxxxxxxx
Xxxxxxx
|
10,000
|
|||
|
Xxxxxx
Xxxxxxx
|
10,000
|
|||
|
Xxxxxxx
Xxxxxxx-Xxxx
|
10,000
|
|||
|
Tell
Capital AG
|
10,000
|
|||
SCHEDULE
B
SELLING
STOCKHOLDER SIGNATURE PAGE
The
undersigned Selling Stockholder of Madison Enterprises Group, Inc. (the
“Company”), hereby agrees that if he or she decides to sell the shares of the
Company pursuant to the Form S-1 Registration in compliance with Rule 419 of
Regulation C promulgated pursuant to the Securities Act of 1933, as amended, he
or she shall comply with the terms of the Escrow Agreement to which
this Signature Page is attached.
|
Name
of Selling Stockholder:
|
Haldun
Sacbuken
|
|
| Date of Selling Stockholder's Signature | September 16, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Haldun Sacbuken
|
|
|
Name
of Selling Stockholder:
|
Xxxx
Xxxxxx
|
|
| Date of Selling Stockholder's Signature | September 9, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxx Xxxxxx
|
|
|
Name
of Selling Stockholder:
|
Kareela
Business Ltd
|
|
| Date of Selling Stockholder's Signature | September 9, 2009 | |
|
Selling
Stockholder’s Signature:
|
By:
/s/ Xxxx
Xxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxx
Xxxx
|
|
| Date of Selling Stockholder's Signature | September 14, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxx Xxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 17, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxxx Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxxxx
Xxxxx
|
|
| Date of Selling Stockholder's Signature | September 15, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxxxxx Xxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxx
Xxxxxxx-Xxxx
|
|
| Date of Selling Stockholder's Signature | September 8, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxxx Xxxxxxx-Xxxx
|
|
|
Name
of Selling Stockholder:
|
Tell
Capital AG
|
|
| Date of Selling Stockholder's Signature | September 16, 2009 | |
|
Selling
Stockholder’s Signature:
|
By:
/s/ Xxxxxx
Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 8, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxx Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxx
Xxxx
|
|
| Date of Selling Stockholder's Signature | September 16, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxx
Xxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 13, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxxxxx
Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxx
Xxxxxxx Xxxx
|
|
| Date of Selling Stockholder's Signature | September 14, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxxxx Xxxxxxx
Xxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 9, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxx
Xxxxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxxx
Xxxxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 9, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxxx Xxxxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 17, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxx
Xxxxxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 13, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxx
Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxx
Xxxxx
|
|
| Date of Selling Stockholder's Signature | September 14, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxx
Xxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 17, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Xxxxxx
Xxxxxxx
|
|
|
Name
of Selling Stockholder:
|
Ernst
Bar
|
|
| Date of Selling Stockholder's Signature | September 14, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/ Ernst
Bar
|
|
|
Name
of Selling Stockholder:
|
Xxxxx
Family Trust
|
|
| Date of Selling Stockholder's Signature | October 5, 2009 | |
|
Selling
Stockholder’s Signature:
|
By:
/s/ Xxxxxxx
Xxxxx
|
|
|
Name
of Selling Stockholder:
|
Xxxxxx
Xxxxxxx
|
|
| Date of Selling Stockholder's Signature | September 8, 2009 | |
|
Selling
Stockholder’s Signature:
|
/s/
Xxxxxx Xxxxxxx
|
|
