SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT ("AGREEMENT") is made as of the 6th day of
May, 1999, by and among XXX-XXXXXXX TECHNOLOGIES INC., a Wyoming corporation
(the "COMPANY"), Avi Xxx-Xxxxxxx ("XXX-XXXXXXX"), and those other individuals
executing this agreement as set forth on the signature page hereto.
R E C I T A L S:
A. The authorized, issued and outstanding shares of capital stock of
the Company as of the date hereof are as follows: (i) an unlimited number of
authorized subordinate voting shares, without par value (the "SUBORDINATE
SHARES"), of which 29,447,686 shares are issued and outstanding; (ii) an
unlimited number of authorized Class A special shares, without par value (the
"CLASS A SHARES"), of which 1,531,386 shares are issued and outstanding; (iii)
an unlimited number of Class B special shares, without par value, none of which
are issued and outstanding (the "CLASS B SHARES"); (iv) an unlimited number of
authorized Class C special shares, without par value (the "CLASS C SHARES"), of
which 3,276,479 are issued and outstanding; and (v) an unlimited number of
authorized preferred shares, without par value (the "PREFERRED SHARES"), none of
which are issued and outstanding. All of the currently issued and outstanding
Subordinate Shares, Class A Shares, Class B Shares, Class C Shares and Preferred
Shares, and any of the foregoing issued subsequently to the date hereof, shall
hereinafter collectively be referred to as the "SHARES."
B. Pursuant to a Securities Purchase Agreement dated the date hereof
among the Company and the Investor Shareholders (as defined below), the Investor
Shareholders have agreed to purchase from the Company on the date hereof 72.5
Units (collectively the "UNITS") (such purchase being herein referred to as the
"INVESTOR TRANSACTION" and the Shares comprising part of the Units, the
"INVESTOR PURCHASED SHARES"). Each Unit is comprised of (i) 250,000 Subordinate
Shares of the Company and (ii) one warrant ("WARRANT") to purchase 125,000
Subordinate Shares of the Company.
C. The HK Shareholders (as defined below) (i) may acquire Units on
the date hereof (the Shares comprising part of the Units, the "HK PURCHASED
SHARES") from the Company pursuant to a Securities Purchase Agreement dated the
date hereof between the Company and the HK Shareholders and (ii) will receive
2,525,000 Subordinate Shares from Xxx-Xxxxxxx pursuant to settlement agreements
dated the date hereof between each HK Shareholder and Xxx-Xxxxxxx. Such
transactions are hereinafter referred to together as the "HK TRANSACTIONS."
D. As of the date hereof, after giving effect to the Investor
Transaction and the HK Transactions, the Shareholders (as defined below) shall
beneficially own that number and type of Shares as set forth on EXHIBIT A
attached hereto. The Shares owned now or in the future by the HK Shareholders
and the Investor Shareholders shall hereinafter respectively be referred to as
the "HK SHARES" and the "INVESTOR SHARES."
E. As a condition to the consummation of the Investor Transaction and
the HK Transactions, the parties hereto have agreed to enter into this Agreement
to maintain harmonious management and to govern other shareholder matters
relating to the Company.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual obligations between and among the parties contained herein, the parties
hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the following meanings:
1.1 "BA SHAREHOLDER" means Xxx-Xxxxxxx and any Permitted Transferee of
such person.
1.2 "FAMILY BUSINESS ENTITY" means any partnership, corporation,
limited liability company or other business entity of which each partner,
shareholder, member or other owner of an equity interest is a Family Member,
Family Trust or Original Shareholder.
1.3 "FAMILY MEMBER" means an Original Shareholder's father, mother,
spouse, natural or adopted child or other lineal descendent.
1.4 "FAMILY TRUST" shall mean a trust under which the trustee has the
discretion to distribute income to any one or more of an Original Shareholder's
Family Members, any trust under which one or more of an Original Shareholder's
Family Members has a right to the income, and any revocable trust under which an
Original Shareholder is the grantor and is the principal beneficiary during the
Original Shareholder's lifetime.
1.5 "HK SHAREHOLDER" means each individual identified on the signature
page hereto under the caption "HK SHAREHOLDERS" and any Permitted Transferee of
such person.
1.6 "INVESTOR SHAREHOLDER" means each individual identified on the
signature page hereto under the caption "INVESTOR SHAREHOLDERS" and any
Permitted Transferee of such person.
1.7 "ORIGINAL SHAREHOLDER" means any HK Shareholder or Investor
Shareholder who is a party to this Agreement on the date hereof.
1.8 "PERMITTED TRANSFEREE" means any Family Member or Family Trust of
any Original Shareholder or any Family Business Entity.
1.9 "SHAREHOLDER" means each BA Shareholder, HK Shareholder and
Investor Shareholder.
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1.10 "TRANSFER" means, as a noun, any voluntary or involuntary
transfer, sale, gift, pledge, hypothecation, encumbrance, or other disposition
and, as a verb, voluntarily or involuntarily to transfer, sell, give, pledge,
hypothecate, encumber or otherwise dispose of.
2. GOVERNANCE AND OPERATIONS OF THE COMPANY.
2.1. BOARD OF DIRECTORS.
(a) NUMBER. The Board of Directors of the Company shall
consist of not less than three (3) nor more than twelve (12) directors,
unless otherwise consented to by the Investor Directors (as defined
below) and the HK Directors (as defined below).
(b) NOMINATIONS, ELECTIONS AND VOTING OF SHARES.
(i) So long as Xxx-Xxxxxxx holds at least ten percent
(10%) of the Shares, Xxx-Xxxxxxx shall be entitled to be
nominated as a director and, at the next two (2) general
elections for directors, the HK Shareholders shall vote all the
HK Shares, subject to SECTION 4.4, and take or cause to be
taken all such action within such Shareholders' power and
authority as may be required, to elect Xxx-Xxxxxxx as a
director. The provisions of this SECTION 2.1(b)(i) shall
terminate at any time that Xxx-Xxxxxxx no longer holds at least
ten percent (10%) of the Shares.
(ii) The holders of a majority of the Investor Shares
shall be entitled to nominate three (3) members (each an "INVESTOR
DIRECTOR") of the Company's Board of Directors (which nominees
shall be reasonably acceptable to the Chairman and Vice Chairman
of the Board of Directors), and all the Shareholders shall vote
their Shares, subject to SECTION 4.4, and take or cause to be
taken all such action within such Shareholders' power and
authority as may be required, to elect such Investor Directors to
the Board of Directors. In the case of any vacancy in the office
of an Investor Director, including without limitation as a result
of the removal of such director with or without Cause, the holders
of a majority of the Investor Shares shall have the right to
nominate another director to fill such vacancy, and the
Shareholders shall be obligated to vote to elect such nominee.
The provisions of this SECTION 2.1(b)(ii) shall terminate
immediately prior to the later of the third general election of
directors subsequent to the date hereof or March 31, 2001.
(iii) The holders of a majority of the HK Shares shall be
entitled to nominate three (3) members (each an "HK DIRECTOR") of
the Company's Board of Directors (which nominees shall be
reasonably acceptable to the Chairman and Vice Chairman of the
Board of Directors), and all the Shareholders shall vote their
Shares, subject to SECTION 4.4, and take or cause to be taken all
such action within such Shareholders' power and authority as may
be required, to elect such HK Directors to the Board of Directors.
In the case of any vacancy in the office of an HK Director,
including without limitation as a result of the removal of such
director with or without Cause, the holders of a majority of the
HK Shares shall have the
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right to nominate another director to fill such vacancy, and
the Shareholders shall be obligated to vote to elect such
nominee. The provisions of this SECTION 2.1(b)(iii) shall
terminate immediately prior to the later of the third general
election of directors subsequent to the date hereof or March
31, 2001.
(c) REMOVAL OF DIRECTORS. The Shareholders agree that they
shall not vote their Shares to remove Xxx-Xxxxxxx, an Investor Director
or an HK Director other than for Cause. For purposes hereof, "CAUSE"
means, with respect to any director, (i) theft, embezzlement or other
acts of dishonesty; (ii) breach of his duty of loyalty as a director;
(iii) gross negligence or willful and wanton misconduct; or (iv)
commission of an act or acts involving a Class-A-type felony or moral
turpitude.
3. TRANSFERS OF CAPITAL STOCK; RIGHT OF FIRST REFUSAL.
3.1 ALL CAPITAL STOCK AFFECTED. All Shares now or hereafter owned or
subscribed for by the Shareholders shall be subject to the terms of this
Agreement and, upon issue thereof, each certificate representing such Shares
shall be endorsed with the legend set forth in SECTION 5.2.
3.2 NO RESTRICTIONS ON TRANSFER. Except as otherwise provided in
SECTION 4.1, any Shareholder shall be permitted to Transfer his Shares in the
Company without restriction, including, without limitation, by will or by trust;
PROVIDED, HOWEVER, as a condition to such Transfer, the transferee of the Shares
shall agree to be bound by the terms and conditions of this Agreement.
3.3 RIGHT OF FIRST OFFER.
(a) NOTICE. In the event the Company proposes to sell any
additional equity securities, or any securities convertible into or
exercisable for equity securities (the "PROPOSED SECURITIES"), the
Company shall deliver a notice (a "COMPANY NOTICE") to each Original
Shareholder stating (i) its bona fide intention to sell the Proposed
Securities, (ii) a description of the Proposed Securities to be sold
and (iii) the price and terms upon which it proposes to sell the
Proposed Securities. Each such Company Notice shall be accompanied
by a copy of any term sheets, commitment letters or letters of intent
if any entered into with the proposed purchaser(s) of the Proposed
Securities and a copy of any other material information supplied or
made available to such proposed purchaser(s) in connection with its
evaluation of such investment. Each Original Shareholder shall be
responsible for transmitting the Company Notice to any Permitted
Transferee to whom such Original Shareholder's shares have been
Transferred.
(b) EXERCISE OF RIGHT. Within thirty (30) calendar days
after receipt of the Company Notice, each Original Shareholder may by
written notice elect to purchase, for himself or any Permitted
Transferee to whom such Original Shareholder's Shares have been
transferred, at the price and on the terms specified in the Company
Notice, all or any part of such Original Shareholder's or Permitted
Transferee's Proportionate Share of the Proposed Securities. If any
Original Shareholder fails to deliver a written notice within the
30-day acceptance period or elects, not to purchase his or any of his
Permitted
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Transferees' Proportionate Share of the Proposed Securities, the
Company shall give all of the other Original Shareholders written
notice of such fact (the "SECOND NOTICE"), identifying the number of
additional Proposed Securities as available for purchase. Each
Original Shareholder receiving a Second Notice shall be responsible
for transmitting the Second Notice to any Permitted Transferee to whom
such Original Shareholder's Shares have been Transferred. Within ten
(10) calendar days of receipt of such Second Notice, each such
Original Shareholder may by written notice elect to purchase, for
himself or any Permitted Transferee to whom such Original
Shareholder's Shares have been transferred, his or his Permitted
Transferee's Proportionate Share of such additional Proposed
Securities. For purposes hereof, the term "PROPORTIONATE SHARE" means
the number of applicable Proposed Securities proposed to be issued
multiplied by a fraction, the numerator of which is the number of
Subordinate Shares held by an Original Shareholder or his Permitted
Transferee, as the case may be, the denominator of which is the total
number of Subordinate Shares held by all Original Shareholders and
their Permitted Transferees; provided, however, that the following
Subordinate Shares shall be excluded from the calculation of
Proportionate Share: (i) any Subordinate Shares acquired on or prior
to the date hereof by the HK Shareholders other than the HK Purchased
Shares and (ii) any Subordinate Shares received by the HK Shareholders
in connection with the conversion or reclassification of any Shares
referred to in clause (i) or any stock dividend to such HK
Shareholders with respect to such Shares referred to in clause (i) or
any shares into which such Shares are converted or reclassified.
(c) CONSUMMATION OF SALE. If the Original Shareholders or
their Permitted Transferees do not elect to purchase all of the
Proposed Securities, the Company may, during the ninety (90) calendar
day period following the expiration of the acceptance period specified
in Section 3.3(b) above, consummate the sale of the remaining
unsubscribed portion of such Proposed Securities at a price not less
than, and upon terms no more favorable than, those specified in the
Company Notice. If the Company does not enter into an agreement for
the sale of the Proposed Securities within such 90-day period, or if
such agreement is not consummated within thirty (30) calendar days of
the execution thereof, the Company shall not thereafter sell any of
the Proposed Securities without first offering such Proposed
Securities to the Original Shareholders in the manner provided above.
(d) RIGHT NOT APPLICABLE. The right of first offer in this
SECTION 3.3 shall not be applicable to (i) shares issued pursuant to the
restructuring described in SECTION 4.3; (ii) equity securities issued to
employees, officers, directors or bona fide contractors, advisors or
consultants of the Company pursuant to incentive agreements or plans
approved by the Board of Directors of the Company; (iii) any securities
issuable upon conversion of the Class A and Class C Shares; (iv) any
securities issuable upon exercise of the warrants issued in connection
with the Investor Transaction and the HK Transaction; (v) shares of the
Company's capital stock issued in connection with a stock split or stock
dividend; (vi) any shares of capital stock offered in a bona fide, firmly
underwritten public offering registered under the Securities Act of 1933,
as amended, pursuant to a registration statement on Form S-1 (or a
similar successor form) (an "INITIAL
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PUBLIC OFFERING"); (vii) up to $50,000 of shares of subordinate voting
stock (and/or options or warrants therefor) for each issuance to a
party or parties providing the Company with equipment leases, real
property leases, loans, credit lines, guaranties of indebtedness, cash
price reductions or similar financing; (viii) securities issued
pursuant to the acquisition of another corporation or entity by the
Company, as approved by the Company's Board of Directors, by
consolidation, merger, purchase of all or substantially all of the
assets, or other reorganization in which the Company acquires, in a
single transaction or series of related transactions, all or
substantially all of the assets of such other corporation or entity or
fifty percent (50%) or more of the voting power of such other
corporation or entity or fifty percent (50%) or more of the equity
ownership of such other entity; or (ix) securities issued with the
approval of the Company's Board of Directors in connection with the
acquisition or license of a product to be developed, manufactured,
marketed, sold or otherwise distributed by the Company.
(e) TERM OF RIGHT. This SECTION 3.3 shall terminate after
twenty-four (24) months have elapsed from the date hereof.
4. OTHER AGREEMENTS AND COVENANTS.
4.1 LOCK UP OF SHARES. Notwithstanding Section 3.2, no Shareholder
may voluntarily Transfer his Shares for a period of sixteen (16) months from the
date hereof.
4.2 MAINTENANCE OF KEY MAN LIFE INSURANCE ON XXXXX. For a period of
three (3) years following the date hereof, the Company shall pay to a trust
established for the benefit of the Investor Shareholders and the HK
Shareholders the premiums for a key man life insurance policy on the life of
Xxxxxxx Xxxxx (the "XXXXX POLICY"). The Xxxxx Policy shall be issued by a
life insurance company reasonably acceptable to the Company and trustees of
the trust and shall provide for a death benefit payable to the trust in an
amount equal to the amount paid to the Company by the HK Shareholders and the
Investor Shareholders for the Units on the date hereof plus $252,500.
4.3 RESTRUCTURING. Notwithstanding the termination provisions of
SECTION 5, not later than July 31, 1999, the Company shall consummate, and the
Shareholders hereby agree to vote to approve, a financial restructuring
satisfactory to a majority of the Investor Shareholders, including, without
limitation, the conversion of all of the issued and outstanding Class A Shares
into Class C Shares.
4.4 VOTING OF HK SHARES. Prior to the consummation of the
restructuring in accordance with SECTION 4.3, each HK Shareholder agrees that he
shall abstain, except with respect to any vote in connection with the
restructuring described in SECTION 4.3, from voting ninety percent (90%) of the
votes attaching to the Class A Shares which he beneficially owns, it being
understood that in any meeting of the Shareholders, all of the HK Shares shall
be counted in determining the presence of a quorum.
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5. MISCELLANEOUS
5.1 STOCK SPLITS AND CONVERSIONS. This Agreement shall apply and
extend to the Shares of any class issued by the Company to the Shareholders
as a stock dividend or stock split of, or in exchange for, Shares subject to
this Agreement, whether by way of reorganization, reclassification,
conversion or other means.
5.2. LEGEND ON CERTIFICATES. Each certificate of capital stock of
the Company now or hereafter held by any Shareholder shall be endorsed on the
back thereof with legends in substantially the following form:
"This certificate of stock and the shares
represented hereby are held subject to restrictions
contained in that certain agreement by and among
certain shareholders of the Company and the Company
dated May 6, 1999, and all amendments thereto. A
copy of this agreement will be furnished by the
Company upon request."
"The securities represented by this certificate and
any securities into which they may be convertible
have not been registered under U.S. and Canadian
federal, state or provincial securities laws. The
securities may not be sold or transferred except in
compliance with the requirements of such laws."
5.3. SPECIFIC PERFORMANCE. The parties agree that they shall be
irreparably damaged in the event this Agreement is not specifically enforced.
In the event of any controversy concerning any right or obligation set forth in
this Agreement, such right or obligation shall be enforceable in a court of
equity by a decree of specific performance. The parties' remedies shall,
however, be cumulative and not exclusive, and specific performance shall be in
addition to any other remedies available to the parties.
5.4. NOTICES. Any and all notices, designations, consents, offers,
acceptances or any other communications provided for herein shall be given in
writing by overnight courier delivery or by certified or registered mail, return
receipt requested, which shall be mailed: to the Company at its principal
business address in Lincolnshire, Illinois and to a Shareholder at such address
as set forth below his name on EXHIBIT A. Any party to this Agreement may
change the address to which notice to such party shall be sent by giving written
notice of such new address to all other parties to this Agreement.
5.5. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire
agreement and understanding of the parties with respect to the subject matter
hereof and no representations, promises, agreements or understandings, written
or oral, not contained herein shall be of any force or effect. No change,
modification, or waiver of any provision of this Agreement shall be valid or
binding unless it is in writing dated subsequent to the date hereof and signed
by all parties hereto holding 75% of the Investor Purchased Shares and the HK
Purchased Shares.
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5.6. SEVERABILITY. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder nevertheless shall remain in full
force and effect. If any provision is held invalid or unenforceable with
respect to particular circumstances, it nevertheless shall remain in full
force and effect in all other circumstances.
5.7. BENEFIT. This Agreement shall be binding upon and inure to the
benefit of the each of the parties hereto, and their successors and assigns.
5.8. GENDER AND NUMBER. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall
include the singular and the plural, and pronouns stated in either the
masculine, feminine, or the neuter gender shall include the masculine,
feminine and neuter gender.
5.9. GOVERNING LAW. This Agreement has been negotiated and executed
in the State of Illinois and the parties agree that the laws of Illinois,
without regard to conflict of law provisions thereof, shall govern its
construction and validity.
5.10 TERMINATION. This Agreement shall terminate upon an Initial
Public Offering.
[signature page attached]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and date written above.
XXX-XXXXXXX TECHNOLOGIES INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Its: President and Chief Executive Officer
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AVI XXX-XXXXXXX
HK SHAREHOLDERS:
/s/ Hans Xxxxxxx Xxxxxx
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/s/ King Xxx Xxxx
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/s/ Xxxxxxx Xx
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INVESTOR SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxx Revocable Trust
---------------------------------------------------
/s/ Xxxxxxxx X. Xxxxxx Trust
---------------------------------------------------
/s/ Xxxxxxx X. Xxxxx Trust
---------------------------------------------------
/s/ Couderay Partners
---------------------------------------------------
/s/ Xxxxxx Xxxx, Xx. Revocable Trust
---------------------------------------------------
/s/ Xxxx Xxxxxxx
---------------------------------------------------
/s/ Morningstar Trust by Xxxx Xxxxxxxxxxx, Trustee
---------------------------------------------------
/s/ Xxxxxx Xxxxxxxxxxx
---------------------------------------------------
/s/ Resolute Partners by Xxxxxx Xxxxxxxxxxx
---------------------------------------------------
/s/ Xxxxxxxxx Asset Management
---------------------------------------------------
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/s/ Xxxxxxxx Xxxxxxxxx
---------------------------------------------------
/s/ Xxxxxx X. Xxxxx, Xxxxx Xxxxx, Trustee
---------------------------------------------------
/s/ Xxxxx X. Xxxx Trust, Xxxxx X. Xxxx, Trustee
---------------------------------------------------
/s/ Xxxxxx Xxxx
---------------------------------------------------
/s/ Xxxxxx X. Xxxx Revocable Trust, Xxxxxx X.
---------------------------------------------
Loeb, Trustee
---------------------------------------------------
/s/ Xxxxxx X. Xxxx
---------------------------------------------------
/s/ Xxxx X. Xxxxxx
---------------------------------------------------
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------------------
/s/ Xxxxx Xxxxxx
---------------------------------------------------
/s/ JO & Co. by Xxxx X. Xxxxxxx, Partner
---------------------------------------------------
/s/ Xxxxxxx Xxxxxxxxx
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/s/ The Xxxxxxxxxx & Xxxxxxx Profit Sharing Plan &
--------------------------------------------------
Trust by Xxxx X. Xxxxxxxxxx, Trustee
---------------------------------------------------
/s/ Xxxxxxxx X. Xxxxxx Trust, Xxxxxxxx X. Xxxxxx,
-------------------------------------------------
Trustee
---------------------------------------------------
/s/ Xxxxxxx X. Xxxxx
---------------------------------------------------
/s/ Xxxxxxx X. Xxxxx
---------------------------------------------------
/s/ Xxxxxx Xxxxxxx
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EXHIBIT A
NAMES / ADDRESSES OF SHAREHOLDERS;
NUMBER/TYPE OF SHARES
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INVESTOR ADDRESS SHARES TYPE OF SHARES
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Avi-Xxx-Xxxxxxx 11,967,300 Subordinate
Shares
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INVESTOR SHAREHOLDERS:
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Xxxxxx X. Xxxxxx Revocable Trust 0 X. XxXxxxx Xxxxxx, Xxxxx 000 750,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxxx Trust 0 X. XxXxxxx Xxxxxx, Xxxxx 000 375,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx Trust 0 X. XxXxxxx Xxxxxx, Xxxxx 000 500,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Couderay Partners 0 X. XxXxxxx Xxxxxx, Xxxxx 000 500,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx, Xx. Revocable Trust 0 X. XxXxxxx Xxxxxx, Xxxxx 000 125,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx 0 X. XxXxxxx Xxxxxx, Xxxxx 000 250,000 Subordinate
Xxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Morningstar Trust by Xxxx Xxxxxxxxxxx, Trustee 000 Xxxx Xxxxxx 500,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxxxxx 000 Xxxx Xxxxxx 1,500,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Resolute Partners 000 Xxxx Xxxxxx 500,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Asset Management 00000 Xxxxxx Xxxx, Xxxxx 000 125,000 Subordinate
Xxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxxx 00000 Xxxxxx Xxxx, Xxxxx 000 125,000 Subordinate
Xxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx, Custodian for Xxxx Xxxxx 0000 Xxxxxxxx Xxxx 125,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 0000 Xxxxxxxx Xxxx 125,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxx Trust, Xxxxx X. Xxxx Trustee 0000 X. Xxxxxxxx Xxxxxx 250,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx 000 Xxxxx Xxxxx 000,000 Xxxxxxxxxxx
Xxxxxxx, XX 00000 Shares
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Xxxxxx X. Xxxx Revocable Trust, Xxxxxx X. Xxxx Trustee 1935A X. Xxxxxx 250,000 Subordinate
Xxxxxxx, XX 00000 Shares
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Xxxxxx X. Xxxx c/o Harris Associates 500,000 Subordinate
0 X. XxXxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------------------
Xxxx X. Xxxxxx 2349 Wood Path 250,000 Subordinate
Xxxxxxxx Xxxx, XX 00000 Shares
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Xxxxxx X. Xxxxxxx 0000 X. Xxxxxxxx Xxx. 125,000 Subordinate
Suite 300 Shares
Xxxxxxx, XX 00000
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Xxxxx Xxxxxx 2233 X. Xxxxxxx 1,500,000 Subordinate
Xxxxxxx, XX 00000 Shares
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JO & Co. 000 X. Xxxxxxxxx Xxxx. 7,500,000 Subordinate
Xxxxx 000 Xxxxxx
Xxxxx Xxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------------------
Sherwin and Xxxxx Xxxxxxxxx 0000 Xxxxx Xx. 000,000 Xxxxxxxxxxx
Xxxxxxx, XX 00000 Shares
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The Xxxxxxxxxx & Xxxxxxx Profit Sharing Plan & Trust by Xxxx X. c/o Ungaretti & Xxxxxx 250,000 Subordinate
Xxxxxxxxxx 0000 Xxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx X. Xxxxxx Trust, Xxxxxxxx X. Xxxxxx Trustee 000 Xxxxxxxxx Xx. 375,000 Subordinate
Xxxxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx 000 Xxxxxxxxx Xxxxx 125,000 Subordinate
Xxxxxxxxxx, XX 00000 Shares
-------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx 175 Old Half Day Rd. 250,000 Subordinate
Xxxxxxxxxxxx, XX 00000 Shares
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Xxxxxx Xxxxxxx 0000 Xxxxxx Xxxxx Xxxxx, Xx 250,000 Xxxxxxxxxxx
Xxxxx, XX 00000 Shares
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HK SHAREHOLDERS:
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Hans Xxxxxxx Xxxxxx 31/F. Xxxxxxxx Center 3,000,000 Subordinate
00 Xxx Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxx, Xxxx Xxxx
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1,000,000 Class A Shares
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177,114 Class C Shares
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Xxxxxx Xxxxxx 31/F. Xxxxxxxx Center 750,000 Subordinate
00 Xxx Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxx, Xxxx Xxxx
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322,886 Class A Shares
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King Xxx Xxxx Room 2101 1,912,500 Subordinate
Lyndhurst Tower Shares
One Lyndhurst Terrace Central
Hong Kong
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208,500 Class A Shares
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416,500 Class C Shares
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Xxxxxxx Xx 1 Repulse Bay 1,500,000 Subordinate
Hong Kong Shares
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