EXHIBIT 10.10
AMENDED AND RESTATED
SELLING SHAREHOLDER AGREEMENT
THIS AMENDED AND RESTATED SELLING SHAREHOLDER AGREEMENT (this
"Agreement") is made and enter into on the effective date of 7th day of
February, 2002 by and among Xxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx,
Xxxxx Xxxxxx Trustee of Xxxxxx Family Trust, Xxxx X. Xxxxx, and Xxxxxx X.
Xxxxxxx, Xx. (collectively, "Selling Shareholders" or singly, "Selling
Shareholder"), Xxxxxx X. Xxxxxxx ("Xxxxxx"), Xxxx X. Xxxxx ("Xxxx"), and Precis,
Inc., an Oklahoma corporation ("Precis").
RECITALS
1. The Selling Shareholders in the aggregate intend to offer for sale
and sell 2,500,000 shares of Precis common stock, $0.01 pare value per share
("Common Stock") through Stonegate Securities, Inc. ("Stonegate") pursuant to
registration under the Securities Act of 1933, as amended (the "1933 Act") (such
offer to sell and sale is referred to as the "Public Offering"). The 2,500,000
shares of Common Stock will be offered in two groups, the first to be 1,333,000
shares ("Primary Shares") and 1,167,000 shares ("Secondary Shares"). For
purposes of this Agreement, Primary Shares and Secondary Shares are collectively
referred to as the "Shares."
2. Each Selling Shareholder intends to offer for sale pursuant to the
Public Offering the number of Primary Shares and Secondary Shares set forth
opposite each Selling Shareholder's name as follows:
NUMBER OF SHARES
-------------------------------------
PRIMARY SECONDARY TOTAL
SELLING SHAREHOLDER SHARES SHARES SHARES
------------------- --------- ------------- --------------
Xxxx X. Xxxxxx 467000 683000 115000
Xxxxxx X. Xxxx 866000 34000 900000
Xxxx X. Xxxxxx -- 250000 250000
Xxxxx Xxxxxx Trustee of Xxxxxx Family Trust -- 50000 50000
Xxxx X. Xxxxx -- 50000 50000
Xxxxxx X. Xxxxxxx, Xx. -- 100000 100000
3. Pursuant to the agreement amongst Precis, Stonegate, the Selling
Shareholders dated as of February 7, 2002 (the "Stonegate Agreement"), Xxxxxx
and, in her absence, Xxxx are appointed as the contact person for purposes of
determining those Selling Shareholders desiring to sell all or any portion of
their Primary Shares and, if applicable, Secondary Shares at the sale price
proposed by Stonegate or offered by the purchaser.
4. Precis does not require any additional capital as of the date of
this agreement; however, the Board of Directors of Precis has concluded that it
is in the best interest of Precis and its non-affiliate shareholders to take
actions to increase the number of shares of Common Stock owned by non-affiliates
(ultimately to increase the "public float" of the Common Stock) in order to
establish and maintain a more orderly market of and broaden ownership of the
Common Stock and reduce to some extent the volatility of the Common Stock in the
market place, while avoiding any additional dilution to the current shareholders
of Precis.
5. Each of the Selling Shareholders will constitute an "underwriter"
within the meaning of the 1933 Act and have the attendant liability.
6. Each Selling Shareholder desires to be (i) indemnified by Precis
for any and all liabilities and claims arising from or attributable to the offer
and sale of the Shares and (ii) receive contributions from the other Selling
Shareholders for any and all liabilities, claims and expenses arising from or
attributable to the offer and sale of the Shares on a pro rata basis based upon
the sale proceeds that each Selling Shareholder receives pursuant to the sale of
the Shares and the Public Offering.
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NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Selling Shareholders and Precis hereby agree as follows:
1. SELECTION OF REPRESENTATIVE. Selling Shareholders hereby appoint
and authorize Xxxxxx or in her absence, Xxxx, as their agent and representative
for all purposes under the Stonegate Agreement and for all purposes set forth
herein ("Representative").
2. PROCEDURES FOR SALE OF SHARES. Pursuant to the Stonegate Agreement,
each offer to purchase Shares ("Purchase Offer") received by Stonegate will be
made to and through Representative.
2.1 ESTABLISHMENT OF MINIMUM PER SHARE SALE PRICES. Upon execution of
this Agreement, each Selling Shareholder shall provide to Representative in
writing the number of Primary Shares and Secondary Shares the Selling
Shareholder is willing to sell at a specific price per share ("Minimum Sale
Price"). Each Selling Shareholder shall have the right to change the
previously established Minimum Sale Price by giving Representative three
days prior written notice.
2.2 PURCHASE OFFER GREATER THAN MINIMUM SALE PRICE. In the event
Stonegate notifies Representative of an offer to purchase Shares ("Purchase
Offer") and the purchase price per share equals or exceeds the Minimum Sale
Price, Representative is hereby authorized to sell the Selling
Shareholder's pro rata portion of the Shares, giving priority to the sale
of Primary Shares as set forth below, without any further consent or notice
to the Selling Shareholder. Each Selling Shareholder shall take all
necessary actions to effectuate any sale in accordance with the provisions
of this Section 2.2 and the other provisions of this Agreement.
2.3 PURCHASE OFFER LESS THAN MINIMUM SALE PRICE. In the event the
Purchase Offer is at a per share price less than the Minimum Sale Price,
Representative shall use her best efforts to immediately notify, either
orally or in writing, the Selling Shareholder regarding the terms of the
offer to purchase Shares, the price per Share, the amount of Primary Shares
or, if applicable, Secondary Shares that the Selling Shareholder will be
entitled to sell under the Purchase Offer. Notwithstanding any other
provision contained in this Agreement, Xxxx X. Xxxxxx and Xxxxxx X. Xxxx
shall first be entitled to sell their Primary Shares and Secondary Shares
before any other Selling Shareholder. Each Selling Shareholder shall have
the right and authority to accept or reject such Purchase Offer (in whole
or in part). In the event a Selling Shareholder elects, either orally or in
writing, not to sell Selling Shareholder's Primary Shares or, if
applicable, Secondary Shares, Representative shall be authorized to
allocate the Shares among Selling Shareholders, including Representative in
her capacity as a Selling Shareholder, to be sold in connection with such
Purchase Offer as the Representative determines, in Representative's sole
and absolute discretion, however, giving first priority to those Selling
Shareholders that elect to accept such Purchase Offer and that have not
previously sold all of their Primary Shares until all of their Primary
Shares have been sold. Although Representative shall use her best efforts
to notify all of the other Selling Shareholders of any Purchase Offer
pursuant to this Section 2.3, Representative shall not have any liability
for failure to notify a Selling Shareholder of such Purchase Offer. The
failure of a Selling Shareholder to affirmatively accept any offer to
purchase Shares within 24 hours following Representative's notice of such
Purchase Offer pursuant to this Section 2.3 shall constitute an election by
such Selling Shareholder to not accept the Purchase Offer.
2.4 PRO RATA SALE OF SHARES. Each Selling Shareholder shall have the
right, but not the obligation, to sell a proportionate number of Primary
Shares based upon the number of Primary Shares held by the Selling
Shareholders at the time of the Purchase Offer is received by the
Representative that have not been previously sold or committed to be sold
by the Selling Shareholder. Notwithstanding any other provision contained
in this Agreement, Xxxx X. Xxxxxx and Xxxxxx X. Xxxx shall first be
entitled to sell their Primary Shares and Secondary Shares before any other
Selling Shareholder. Except as otherwise provided herein, in the event all
of the Primary Shares have been sold or have been committed to be sold by
the Selling Shareholder, each Selling Shareholder shall have the right, but
not the obligation, to sell a proportionate number of Second Shares based
upon the number of Secondary Shares based upon the number of Secondary
Shares held by the
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Selling Shareholders at the time of the Purchase Offer is received by the
Representative that have not been previously sold or committed to be sold
by the Selling Shareholders.
2.4 EXPENSES OF PUBLIC OFFERING. Precis hereby agrees to bear all
costs and expenses of the Public Offering, including without limitation all
registration and filing fees, printing expenses, fees and disbursement of
Precis' legal counsel, accounting and auditing fees and disbursement of
Precis' independent accountants, stock transfer, and sales commissions and
discounts, if any, associated with the sale of the Shares (including the
costs and expenses of Stonegate under the Stonegate Agreement and the
letter agreement dated January 31, 2002) (collectively, the "Offering
Costs"). To the extent that any Selling Shareholder pays an item of the
Offering Costs, the Selling Shareholder that paid such Offering Costs shall
be entitled to reimbursement of such Offering Costs.
3. PRECIS INDEMNIFICATION. Precis shall indemnify and hold harmless each
Selling Shareholder (the "Indemnified Party") against any and all investigations
of, preparation for or defense of any pending or threatened liabilities, claims,
judgment, fines and amounts paid in settlement and expenses (including attorneys
fees) actually and reasonably incurred by the Indemnified Party (collectively
the "Loss, Claim or Expense") in connection with any claim or any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), including any action by or in
the right of Precis, to which the Indemnified Party is, was or at any time
becomes a party, or is threatened to be made a party, by reason of the fact that
the Indemnified Party is, was or at any time participant in the sale and
distribution of the Shares as part of the Public Offering and by reason of any
misstatement or omissions to state a material fact by Precis. Precis further
agrees that the Indemnified Party shall not have any liability to Precis or its
affiliates, officers, directors, agents, employees, persons deemed to be in
control of Precis within the meaning of either Section 15 of the Securities Act
of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended, or shareholders for any Losses, Claims or Expenses. Precis agrees that
the provisions of this Section 3shall apply (i) whether or not the Indemnified
Party is a formally named party to or the subject or target of any Proceeding
and (ii) in addition to any liability that Precis may otherwise have and shall
be binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of Precis or an Indemnified Party.
3.1 LIMITATIONS ON INDEMNITY. No indemnity pursuant to this Section 3
shall be paid to the Indemnified Party (i) for the amount of such Loss,
Claim or Expense for which the Indemnified Party is indemnified pursuant to
any insurance purchased and maintained by Precis or (ii) on account of the
Indemnified Party's conduct that is finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
3.2 CONTINUATION OF INDEMNIFY. The provisions of this Section 3 shall
continue during the period that the Indemnified Party shall be subject to
any possible Proceeding by reason of the fact that the Indemnified Party
is, was or at any time a participant in the sale and distribution of the
Shares as part of the Public Offering.
3.3 NOTIFICATION AND DEFENSE OF CLAIM. Within 30 days after receipt by
the Indemnified Party of notice of the commencement of any Proceeding in
which the Indemnified Party has a right to indemnification pursuant to this
Section 3, the Indemnified Party shall notify Precis; however, the omission
of the Indemnified Party to timely notify Precis shall not relieve Precis
from any liability that Precis may have to the Indemnified Party under this
Section 3 or otherwise. With respect to any such action, suit or proceeding
as to which the Indemnified Party notifies Precis of the commencement
thereof
(i) Precis will be entitled to participate therein at its own expense
and
(ii) Except as otherwise provided below, to the extent that Precis may
wish, any other person similarly notified by the Indemnified Party will be
entitled to assume defense thereof, with counsel satisfactory to the
Indemnified Party. After notice from Precis of its election to assume the
defense thereof, Precis will not be liable to the Indemnified Party under
this Section for any additional legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense thereof
other than as otherwise provided below. The Indemnified Party shall have
the right to employ its own counsel in such action, suit or
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proceeding; provided, however, that the fees and expenses of such counsel
incurred after notice from Precis of the assumption of the defense thereof
shall be at the expense of the Indemnifying Party, unless (a) the
employment of counsel by the Indemnified Party has been authorized by
Precis, (b) the Indemnified Party shall have reasonably concluded that
there may be a conflict of interest between Precis and the Indemnified
Party in the conduct of the defense of such action, or (C)) Precis shall
not have employed counsel to assume the defense of such action, in each of
which cases the fees and expense of counsel shall be at the expense of
Precis. Precis shall not be entitled to assume the defense of any action,
suit or proceeding brought by or on behalf of Precis or as to which the
Indemnified Party shall have made the conclusion provided for in (b) above.
Notwithstanding the foregoing, in no event shall Precis be obligated to
reimburse the fees or expenses of more than one counsel for the Indemnified
Party.
(iii) Precis shall not be liable to indemnify the Indemnified Party
under this Section 3 for any amount paid in settlement of any Losses,
Claims or Expenses and related Proceeding effected without Precis' written
consent. Precis shall not settle any Losses, Claims or Expenses and related
Proceedings in any manner that would impose any obligation, penalty or
limitation on the Indemnified Party without the Indemnified Party's written
consent. Neither Precis nor the Indemnified Party will unreasonably
withhold its consent to any proposed settlement.
3.4 REPAYMENT OF EXPENSES. The Indemnified Party shall reimburse
Precis for all reasonable expenses paid by Precis in defending any
Proceeding against the Indemnified Party in the event and only to the
extent that it shall be ultimately determined that the Indemnified Party is
not entitled to be indemnified by Precis for such expenses under this
Agreement.
3.5 ENFORCEMENT. It is hereby acknowledged that the provisions of this
Section 3 are contained in this Agreement to induce the Indemnified Party
to participate in the Public Offering with the other Selling Shareholders
and that the Indemnified Party's participation is, in part, in reliance
upon the provisions of this Section 3. In the event the Indemnified Party
is required to bring any action to enforce the Indemnified Party's right to
collect moneys due under this Section 3 and is successful in such action,
Precis shall reimburse the Indemnified Party for all of the Indemnified
Party's attorneys fees and expenses in bringing and pursuing such action.
3.6 JUDICIALLY IMPOSED LIMITATIONS. If for any reason the
indemnification provisions of this Section 3 are judicially determined to
be unavailable or insufficient to hold any Indemnified Party harmless, then
Precis agrees to contribute to the Losses, Claims or Expenses for which
indemnification is held unavailable in such proportion as is appropriate to
reflect not only the relative benefits received by Precis and such
Indemnified Party, but also relevant fault of each such person or entity,
as well as any relevant equitable considerations.
4. SELLING SHAREHOLDER CONTRIBUTIONS. In recognition of the "underwriter"
status of each Selling Shareholder under the 1933 Act and the Public Offering is
the type of transaction that sometimes results in litigation, in the event
Precis fails to fully indemnify the Indemnified Parties or is prohibited from
indemnifying the Indemnified Parties with respect to any Loss, Claim or Expense
pursuant to Section 3 of this Agreement, each Selling Shareholder (the
"Contributing Shareholder") hereby agrees to contribute and hold harmless each
of the other Selling Shareholders (the "Benefitting Shareholder") against that
percent of any such Loss, Claim or Expenses determined by dividing the sale
proceeds received by the Contributing Shareholder from sale of Shares pursuant
to the Public Offering by the aggregate sum of all proceeds received by the
Selling Shareholders as s group from sale of Shares pursuant to the Public
Offering. The Contributing Shareholder agrees that the provisions of this
Section 4shall apply (i) whether or not the Benefitting Party is a formally
named party to or the subject or target of any Proceeding and (ii) in addition
to any liability that the Contributing Shareholder may otherwise have and shall
be binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Contributing Shareholder or the Benefitting
Shareholder.
4.1 LIMITATIONS ON INDEMNITY. No contribution pursuant to this Section
4 shall be paid to the Benefitting Shareholder (i) for the amount of such
Loss, Claim or Expense for which the Indemnified Party is
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indemnified pursuant to any policy of insurance or (ii) on account of the
Benefitting Shareholder's conduct that is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
4.2 CONTINUATION OF INDEMNIFY. The provisions of this Section 4 shall
continue during the period that the Benefitting Shareholder shall be
subject to any possible Proceeding by reason of the fact that the
Indemnified Party is, was or at any time a participant in the sale and
distribution of the Shares as part of the Public Offering.
4.3 NOTIFICATION AND DEFENSE OF CLAIM. Within 30 days after receipt by
the Benefitting Shareholder of notice of the commencement of any Proceeding
in which the Benefitting Shareholder has a possible right to contribution
pursuant to this Section 4, the Benefitting Shareholder shall notify the
Contributing Shareholder; however, the omission of the Benefitting
Shareholder to timely notify the Contributing Shareholder shall not relieve
the Contributing Shareholder from any liability that the Contributing
Shareholder may have to the Benefitting Shareholder under this Section 4 or
otherwise. The Benefitting Shareholder shall have the right to employ its
own counsel in such action, suit or proceeding; provided, however, in no
event shall the Contributing Shareholder be obligated to reimburse the fees
or expenses of more than one counsel for the Benefitting Shareholder. The
Contributing Shareholder shall not be liable for contribution to the
Indemnified Party under this Section 4 for any amount paid in settlement of
any Losses, Claims or Expenses and related Proceeding effected without the
Contributing Shareholder's written consent. The Contributing Shareholder
will not unreasonably withhold its consent to any proposed settlement.
4.4 REPAYMENT OF EXPENSES. The Benefitting Shareholder shall reimburse
the Contributing Shareholder for all reasonable expenses paid by
Contributing Shareholder, if any, in defending any Proceeding against the
Benefitting Shareholder in the event and only to the extent that it shall
be ultimately determined that the Benefitting Shareholder is not entitled
to receive contribution for such expenses under this Agreement.
4.5 ENFORCEMENT. It is hereby acknowledged that the provisions of this
Section 4 are contained in this Agreement to induce the Benefitting
Shareholder to participate in the Public Offering with the other Selling
Shareholders and that the Indemnified Party's participation is, in part, in
reliance upon the provisions of this Section 4. In the event the
Indemnified Party is required to bring any action to enforce the
Benefitting Shareholder's right to collect moneys due under this Section 4
and is successful in such action, the Contributing Shareholder shall
reimburse the Benefitting Shareholder for all of the Benefitting
Shareholder's attorneys fees and expenses in bringing and pursuing such
action.
5. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
if and when delivered personally or by overnight courier to the parties to this
Agreement at addresses appearing below the signature of each such party or sent
by electronic transmission, with confirmation received, to the facsimile numbers
also specified below the signature of each such party (or at such other address,
facsimile or telephone number as shall be specified by like notice).
6. AMENDMENT. This Agreement may be amended by the Selling Shareholders and
Precis at any time only by an instrument in writing signed by the parties
hereto.
7. WAIVER. Any party hereto may with respect to any other party hereto
(a) extend the time for the performance of any of the obligations or other acts
or (b) waive compliance with any of the agreements or conditions contained in
this Agreement. Any such extension or waiver shall be valid if set forth in an
instrument in writing signed by the party or parties to be bound thereby. For
purposes of this Agreement, time shall be of the essence.
8. HEADINGS; CONSTRUCTION. 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. In this Agreement (a) words denoting the
singular include the plural and vice versa, (b) "it" or "its" or words denoting
any gender include all genders, (c)) the word "including" shall mean "including
without limitation," whether or not expressed, (d) any reference to a statute
shall mean the statute and any regulations thereunder in force as of the date of
this Agreement, unless
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otherwise expressly provided, (e) any reference herein to a Section refers to a
Section of this Agreement, unless otherwise stated, (f) when calculating the
period of time within or following which any act is to be done or steps taken,
the date which is the reference day in calculating such period shall be excluded
and (g) any reference to a party's "best efforts" or "reasonable efforts" shall
not include any obligation of such party to pay, or guarantee the payment of,
money or other consideration to any third party or to agree to the imposition on
such party of any condition reasonably considered by such party to be materially
burdensome to such party.
9. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent reasonably
possible.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof, except
as otherwise expressly provided herein.
11. ASSIGNMENT. This Agreement shall not be assigned by operation of law or
otherwise.
12. PARTIES IN INTEREST. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement, including, without limitation, by way of subrogation, other than
Sections 3 and 4 (which is intended to be for the benefit of the Indemnified
Party or Benefitting Shareholder and may be enforced by such Indemnified Party
or Benefitting Shareholder ).
13. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or
delay on the part of any party hereto in the exercise of any right hereunder
shall impair such right or be construed to be a waiver of, or acquiescence in,
any breach of any covenant or agreement herein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other right. All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise available.
14. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of
Oklahoma applicable to
contracts executed and fully performed within the State of
Oklahoma.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
16. WAIVER OF JURY TRIAL. EACH OF THE SELLING SHAREHOLDERS AND PRECIS
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY.
17. JURISDICTION; SERVICE OF PROCESS. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the parties in the courts of the State of
Oklahoma, County of Cleveland or, the State of Texas, County of Tarrant, the
United States District Court for the Western District of
Oklahoma or the United
States District Court for the Northern District of Texas, and each of the
parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein.
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IN WITNESS WHEREOF, the Selling Shareholders and Precis have caused this
Agreement to be executed as of the date first written above and with respect to
Precis by its duly authorized officers and with respect to Xxxxxx Family Trust
by its duly authorized trustee.
"Selling Shareholders
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx
0000 Xxxxx XxXxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
/s/ Xxxxxx X. Xxxx
--------------------------------------
Xxxxxx X. Xxxx
Xxxx & Xxxxx
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
/s/ Xxxx X. Xxxxxx
--------------------------------------
Xxxx X. Xxxxxx
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
Xxxxxx Family Trust
By: /s/ Xxxxx Xxxxxx
----------------------------------
Xxxxx Xxxxxx, Trustee
Mr. Xxxxx Xxxxxx
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Xxxxxx X. Xxxxxxx, Xx.
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
"Representatives"
"Xxxxxx" /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
"Xxxx"
/s/ Xxxx X. Xxxxx
--------------------------------------
Xxxx X. Xxxxx
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
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"Precis" PRECIS, INC.
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, Chief
Executive Officer
0000 Xxxxx Xxxxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000
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