Page 91 of 123
Exhibit 99.23
CONSENT AGREEMENT
This Consent Agreement dated as of August 1, 2001 (this "Agreement"),
is made by and among LSOF Pooled Equity, L.P., a Delaware limited partnership
("Lone Star"), Greenbriar Corporation, a Nevada corporation (the "Company") and
each of the undersigned holders of shares of capital stock (each, a
"Stockholder" and collectively, the "Stockholders") of the Company.
PRELIMINARY STATEMENTS
The Company and Lone Star have entered into a Master Settlement
Agreement (as the same may be amended from time to time, the "Settlement
Agreement"; terms used herein but not defined herein have the meanings set forth
in the Settlement Agreement), which provides that in consideration of the
release of any Claims that Lone Star may have against the Company with respect
to Lone Star's Preferred Stock investment in the Company and the assumption by
Lone Star of the Assumed Liabilities, (i) the Assignors are transferring to
Assignee all of their respective right, title and interest, in and to the
Assigned Assets (the "Assignment"), (ii) the Company will pay to Lone Star
$4,000,000 in immediately available funds, and (iii) for the same consideration,
the Company is also redeeming all of Lone Star's Preferred Stock, any and all of
the Company's common stock into which Lone Star's Preferred Stock was
purportedly converted, together with all of Lone Star's right, title and
interest to any and all claims and rights with respect to its interest as a
stockholder, equity interest holder or otherwise (collectively, the
"Transactions").
The Transactions do not require the approval of the holders of the
majority of shares of the Company's capital stock under applicable law or the
Company's Organizational Documents.
The Stockholders own the shares of the Company common stock, $.01 par
value per share (the "Common Stock"), set forth opposite their respective names
on Exhibit A hereto. As used herein, the term "Shares" includes all shares of
such Common Stock as to which each Stockholder (at any time prior to the
termination of this Agreement) is the beneficial or record owner or is otherwise
able to direct the voting thereof and all securities issued or exchanged with
respect to any such Shares upon any reclassification, recapitalization,
reorganization, merger, consolidation, spin-off, stock split, combination, stock
or other dividend or any other change in the Company's capital structure.
To induce Lone Star to enter into the Settlement Agreement and to
consummate the transactions contemplated thereby, including without limitation,
executing the Mutual Release, the Company has agreed, upon the terms and subject
to the conditions set forth herein, to cause holders of not less than a majority
of the outstanding shares of Common Stock to execute this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties to this
Agreement agree as follows:
Page 92 of 123
7. Consent. Notwithstanding the fact that consent to the Transactions
is not required under applicable law or the Company's Organizational Document,
each Stockholder hereby consents to and approves the terms and conditions of the
Settlement Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated thereby, including without limitation, the
Transactions.
8. Public Filings. In the event that it is subsequently determined that
the Transactions require a vote of the stockholders of any class under
applicable law, the Company agrees to promptly prepare and file an Information
Statement with the Securities and Exchange Commission (the "SEC") and the
Company shall respond as promptly as practicable to any comments of the SEC with
respect thereto. The Company shall give Lone Star a reasonable opportunity to
review, comment on and make reasonable changes to the Information Statement. The
Company shall use its reasonable efforts to cause the Information Statement to
be mailed to the Company's stockholders as promptly as practicable after the
Information Statement is cleared by the SEC. The parties shall notify each other
promptly of the receipt of any comments from the SEC or its staff and of any
request by the SEC or its staff for amendments or supplements to the Information
Statement and shall supply each other with copies of all correspondence between
such party or any of its representatives, on the one hand, and the SEC or any of
its staff, on the other hand, with respect to the Information Statement.
9. Stockholders' Representations and Warranties. Each Stockholder, as
to itself only, represents and warrants to Lone Star that such Stockholder is
the beneficial and record owner of the Shares set forth on Exhibit A, (ii) such
Stockholder has the sole right to vote such Shares, (iii) such Stockholder has
the full and unrestricted legal power, authority and right to enter into,
execute and deliver this Agreement without the consent or approval of any other
person, (iv) this Agreement is the valid and binding agreement of such
Stockholder, (v) the execution and delivery of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time or both) under any provision of, the
certificate of incorporation or bylaws of any Stockholder, to the extent
applicable, any trust agreement, loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise,
license, judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to such Stockholder or to such Stockholder's property or
assets and (vi) such stockholder is not an Affiliate of Vestin Mortgage.
10. The Company's Representations and Warranties. The Company hereby
represents and warrants to Lone Star as of the date here that the Company has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by the Company, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of the Company. This Agreement has been duly executed and delivered
by the Company and constitutes a valid and binding obligation of the Company
Page 93 of 123
enforceable in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of incorporation or bylaws of the Company, any
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to the Company or to the Company's property or assets. The Company
hereby represents and warrants that the Shares set forth on Exhibit A constitute
the majority of all issued and outstanding shares of Common Stock. Set forth on
Exhibit B is a true and correct list of (i) the authorized capital stock of the
Company, and (ii) as of the date hereof, the number of shares of each class of
capital stock that is issued and outstanding. Except as set forth on Exhibit B,
no other shares of capital stock are issued and outstanding. All of the issued
and outstanding shares of capital stock of the Company are duly authorized,
validly issued, dully paid and nonassessable, and were issued in compliance with
applicable federal and state securities laws. Except as set forth on Exhibit B,
there are no outstanding shares of capital stock or outstanding rights of first
refusal, preemptive rights or other rights, options, warrants, conversion rights
or other agreements either directly or indirectly for the purchase or
acquisition from the Company of any shares of its capital stock.
11. Lone Star's Representations and Warranties. Lone Star hereby
represents and warrants to the Stockholders as of the date here that Lone Star
has all requisite corporate power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Lone Star, and the consummation of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
on the part of Lone Star. This Agreement has been duly executed and delivered by
Lone Star and constitutes a valid and binding obligation of Lone Star
enforceable in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated hereby
and compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the certificate of formation or limited partnership agreement
of Lone Star, any trust agreement, loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit, concession,
franchise, license, judgment, order, notice, decree, statute, law, ordinance,
rule or regulation applicable to Lone Star or to Lone Star's property or assets.
12. No Voting Trusts. Each Stockholder hereby revokes any and all
proxies and voting instructions with respect to the Shares previously given by
such Stockholder and such Stockholder agrees that it will not grant or give any
other proxies or voting instructions with respect to the voting of the Shares,
enter into any voting trust or other arrangement or agreement with respect to
the voting of the Shares (and if given or executed, such proxies, voting
instructions, voting trust or other arrangement or agreement shall not be
Page 94 of 123
effective), or agree, in any manner, to vote the Shares for or against any
proposal submitted to the Stockholders of the Company except in furtherance of
the proposals set forth in paragraph 7 hereof.
13. Agreements with Respect to the Shares.
(a) Should a vote of the stockholders be required under applicable law,
each Stockholder agrees to vote the Shares, to the extent entitled to vote, (x)
in favor of the approval of the Settlement Agreement, the Transactions and any
other transactions contemplated by the Transaction Documents, at every meeting
of the Stockholders of the Company at which any of such matters are considered
and at every adjournment thereof or in any other circumstances upon which a
vote, consent or other approval (including by written consent) with respect to
any of the Transactions and the Settlement Agreement is sought, and (y) with
respect to all other proposals submitted to the Stockholders of the Company
which, directly or indirectly, would reasonably be expected to prevent or
materially delay the consummation of Transactions, in such manner as Lone Star
may direct; and
(b) Unless otherwise instructed in writing by Lone Star, during the
term of this Agreement, each Stockholder will vote the Shares against any
Competing Transaction.
(c) For purposes of this Agreement, a "Competing Transaction" shall
mean a transaction of any kind proposed by any person(s) in lieu of or in
opposition to the Settlement Agreement and the Transactions.
14. Proxies. In furtherance of the foregoing, each Stockholder is
granting to Xxxx X. Xxxxxxx and X.X. Dell, or to their respective designee(s),
irrevocable proxies and powers of attorney (which may be in the form annexed
hereto or such other form consistent with the terms hereof and thereof as Lone
Star may specify) to vote the Shares, to the extent such Shares are entitled to
vote, and hereby specifically agrees not to revoke such proxies granted under
any circumstances:
(a) at any and all meetings of Stockholders of the Company, notice of
which meetings are given prior to the due and proper termination of this
Agreement, with respect to matters presented to the Company's Stockholders for
vote which relates to or affects (i) the Transaction or the Settlement Agreement
or the approval of either thereof; and (ii) any Competing Transaction; or
(b) with respect to actions to be taken by written consent of the
Stockholders of the Company which relates to or affects any of the foregoing,
and which consent is solicited prior to the due and proper termination of this
Agreement.
15. Limitation on Sales. During the term of this Agreement, each
Stockholder agrees not to sell, assign, transfer, or otherwise dispose of, or
issue an option or call with respect to, any of the Shares, or impair such
Page 95 of 123
Stockholder's Shares; provided, that any Stockholder may sell or otherwise
dispose of any of his or her Shares in a bona fide open market transaction or in
any other transaction if the transferee of such Shares agrees to be bound by and
subject to the terms and conditions of this Agreement as if such transferee had
executed this Agreement on the date hereof as a Stockholder.
16. Specific Performance. Each Stockholder acknowledges that it will be
impossible to measure in money the damage to Lone Star if the Stockholder fails
to comply with the obligations imposed by this Agreement, and that, in the event
of any such failure, Lone Star will not have an adequate remedy at law or in
damages. Accordingly, each Stockholder agrees that injunctive relief or any
other equitable remedy, in addition to any remedies at law or damages, is the
appropriate remedy for any such failure and will not oppose the granting of any
such remedy on the basis that Lone Star has an adequate remedy at law. Each
Stockholder agrees not to seek, and agrees to waive any requirement for, the
securing or posting of a bond in connection with Lone Star seeking or obtaining
such equitable relief.
17. Reasonable Efforts. Each Stockholder will use all reasonable
efforts to cause to be satisfied the conditions to the obligations of the
Company in such Stockholder's control to effect the Closing under the Settlement
Agreement.
18. Publicity. Each Stockholder agrees that, from the date hereof, such
Stockholder shall not issue any public release or announcement concerning the
transactions contemplated by this Agreement and the Settlement Agreement without
the prior consent of Lone Star, except as such release or announcement may, in
the opinion of such Stockholder's counsel, be required by applicable law, in
which case such Stockholder shall allow Lone Star reasonable time to comment on
such release or announcement in advance of such issuance.
19. Term of Agreement; Termination.
(a) The term of this Agreement shall commence on the date hereof and
shall terminate upon the earliest to occur of (i) after the consummation of the
Transactions, (ii) the due and proper termination of the Settlement Agreement in
accordance with its terms or (iii) six (6) months from the date hereof. Upon
such termination, no party shall have any further obligations or liabilities
hereunder.
(b) The obligations of the Stockholders set forth in this Agreement
shall not be effective or binding upon any Stockholder until after such time as
the Settlement Agreement is executed and delivered by Lone Star, the Company,
each Assignor and each Intervenor.
Page 96 of 123
20. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter of this Agreement and
supersedes all prior written and oral and all contemporaneous oral agreements
and understandings with respect to the subject matter of this Agreement.
(b) Notices. No notice or other communication shall be deemed given
unless sent in the manner, and to the persons, specified in this paragraph 14.
All notices and other communications hereunder shall be in writing and shall be
deemed given (a) upon receipt if delivered personally (unless subject to clause
(b)) or if mailed by registered or certified mail, (b) at noon on the date after
dispatch if sent by overnight courier or (c) upon the completion of transmission
(which is confirmed telephonically by the receiving party) if transmitted by
telecopy or other means of facsimile which provides immediate or near immediate
transmission to compatible equipment in the possession of the recipient, and in
any case to the parties at the following addresses or telecopy numbers (or at
such other address or telecopy number for a party as will be specified by like
notice):
if to any Greenbriar Party, to
Greenbriar Corporation
650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attention: President
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxx X. Xxxxx, Xx.
Simon, Warner & Xxxx, L.L.P.
1700 City Center Tower II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Page 97 of 123
If to Lone Star, to
LSOF Pooled Equity, L.P.
000 X. Xxxxx Xxxxxx
Xxxxx 0000, XX 161
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxx
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
If to a Stockholder, to the address set forth below
such Stockholder's name on Exhibit A hereto, with a
copy (which shall not constitute notice) to:
Xxxxx X. Xxxxx, Xx.
Simon, Warner & Xxxx, L.L.P.
1700 City Center Tower II
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
(c) Waiver. The failure of any party to insist upon strict performance
of any provision hereof shall not constitute a waiver of, or estoppel against
asserting, the right to require such performance in the future, nor shall a
waiver or estoppel with respect to a later breach of a similar nature or
otherwise.
(d) Curative Actions; Severability.
(i) If any of the covenants, terms or conditions of this
Agreement are held illegal by any court or administrative body of competent
jurisdiction, and any director or stockholder action, including, but not limited
to, the execution of any documents or instruments, will make such covenants,
terms or conditions valid and enforceable, each party hereby agrees that it
shall take or cause to be taken such action as may reasonably be required to
make any such covenant, term or condition valid and enforceable.
(ii) If any provision of this Agreement is held invalid, such
invalidity shall not affect the other provisions hereof which can be given
Page 98 of 123
effect without the invalid provision, and to this end the provisions of this
Agreement are intended to be and shall be deemed severable.
(e) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED WITHIN DALLAS COUNTY, TEXAS AND IRREVOCABLY
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES ACCEPT FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM
NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS.
(f) WAIVER OF JURY TRAIL. EACH PARTY HERETO WAIVES ANY RIGHT TO TRAIL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS
AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR (ii) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT
OF THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS
RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL
BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH PARTY MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
(g) Construction. The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent, or intent of this Agreement or any provision
hereof. Whenever the context requires, the gender of all words used in this
Agreement shall include the masculine, feminine, and neuter, and the number of
all words shall include the singular and the plural. No provision of this
Agreement will be interpreted in favor of, or against, any of the parties hereto
by reason of the extent to which any such party or its counsel participated in
the drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof. Capitalized terms used
herein but not otherwise defined herein shall have the meaning given to them in
the Settlement Agreement.
Page 99 of 123
(h) Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if each of the parties had signed the same
document. All counterparts shall be construed together and shall constitute one
and the same instrument.
(i) Successors and Assigns. Except as provided to the contrary in this
Agreement, this Agreement shall apply to, and shall be binding upon each of the
parties, their respective successors and permitted assigns. Lone Star may freely
assign its rights and obligations hereunder to any designee subject to
compliance by Lone Star of its obligations to execute and deliver the Mutual
Release pursuant to the terms and conditions of the Settlement Agreement.
(j) Cumulative Rights. The rights and remedies provided by this
Agreement are cumulative, and the use of any right or remedy by either party
shall not preclude or waive its right to use any or all other remedies.
(k) No Third Party Beneficiaries. Nothing in this Agreement is intended
to confer upon any Person that is not a party hereto any rights or remedies
hereunder or otherwise.
(l) Time of the Essence. Time is of the essence to each and every
provision of this Agreement.
(m) Acknowledgments. The parties hereto hereby acknowledge that: (a)
each such party has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Transaction Documents; and (b) no joint
venture is created hereby or by the other Transaction Documents or otherwise
exists by virtue of the transactions contemplated hereby among the parties
hereto and Lone Star.
[The remainder of this page is intentionally left blank.]
Page 100 of 123
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed this Consent Agreement as of the date first above
written.
LSOF POOLED EQUITY, L.P.
By: LSOF GenPar, Inc., its General Partner
By: /s/ X.X. Dell
----------------------
Name: X.X. Dell
Title: Vice President
GREENBRIAR CORPORATION
By: /s/ Xxxxx X. Xxxxxx
----------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman of the Board
and Chief Executive
Officer
Page 101 of 123
THE APRIL TRUST, A GRANTOR TRUST
FOR THE BENEFIT OF XXXXX X.
XXXXXX AND XXXXXX X. XXXXXX
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------------------
Title: Trustee
-----------------------------------------------
Page 102 of 123
JRG INVESTMENTS CO., INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxx
------------------------------------------------
Title: President
-----------------------------------------------
Page 103 of 123
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
Page 104 of 123
/s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx
Page 105 of 123
/s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxx
Page 106 of 123
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
Page 107 of 123
/s/ Xxx X. Xxxxxx
-----------------------------------
Xxx X. Xxxxxx
Page 108 of 123
AMERICAN REALTY TRUST, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------------------------
Title: Secretary
-----------------------------------------------
Page 109 of 123
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------------------------
Title: Secretary
-----------------------------------------------
Page 110 of 123
NEVADA SEA INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------------------------
Title: Secretary
-----------------------------------------------
Page 111 of 123
INTERNATIONAL HEALTH PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------------------------------
Title: Secretary
-----------------------------------------------
Page 112 of 123
ONE REALCO CORPORATION (fka Xxxxxxxx Corporation)
By: /s/ Xxxxxx Xxxx
--------------------------------------------------
Name: Xxxxxx Xxxx
------------------------------------------------
Title: President
-----------------------------------------------
Page 113 of 123
TACCO FINANCIAL, INC.
By: /s/ X.X. Xxxxxxx
--------------------------------------------------
Name: X.X. Xxxxxxx
------------------------------------------------
Title: Vice President
-----------------------------------------------
--------------------------------------------------------------------------------
CUSIP No. 393648-10-0 13D Page 114 of 123 Pages
--------------------------------------------------------------------------------
EXHIBIT A
---------
Name of Stockholder: The April Trust, a Grantor Trust for the benefit of
Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 2,340,851
Name of Stockholder: JRG Investments Co., Inc.
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 897,851
Name of Stockholder: Xxxxxx X. Xxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 536,000
Name of Stockholder: Xxxxxx X. Xxxx
Address: 000 XX 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone No.: 360-892-9090
Facsimile No.: 000-000-0000
Page 115 of 123
Number of Shares of Common Stock: 1,234,961
Name of Stockholder: Xxxx X. Xxxxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 66,000
Name of Stockholder: Xxxxxx X. Xxxxxxx
Address: 650 Centura Tower One
00000 Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
Telephone No.: 972-407-8400
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 30,000
Name of Stockholder: Xxx X. Xxxxxx
Address: Arrowhead Ranch
Xxxxx 0
Xxxxxxxxxxx, Xxxxx 00000
Telephone No.: 903-966-2347
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 10,000
Name of Stockholder: American Realty Trust, Inc.
Page 116 of 123
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 97,500
Page 117 of 123
Name of Stockholder: Basic Capital Management, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 141,260
Name of Stockholder: Nevada Sea Investments, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 72,800
Name of Stockholder: International Health Products, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 229,085
Page 118 of 123
Name of Stockholder: One Realco Corporation (fka Xxxxxxxx Corporation)
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 264,200
Name of Stockholder: TacCo Financial, Inc.
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone No.: 469-522-4277
Facsimile No.: 000-000-0000
Number of Shares of Common Stock: 242,500
Page 119 of 123
EXHIBIT B
---------
CAPITALIZATION
--------------
The total number of shares of stock which the Company has authority to issue is
110,000,000 shares of capital stock, classified as (i) 100,000,000 shares of
common stock, $0.01 par value and (ii) 10,000,000 shares of preferred stock,
$0.10 par value. As of the date of this Agreement, 9,714,608 shares of common
stock are issued and outstanding and 6,000,000 shares of Series H Preferred
Stock, $0.10 par value, are issued and outstanding.
Page 120 of 123
IRREVOCABLE PROXY AND POWER OF ATTORNEY
The undersigned hereby appoints Xxxx X. Xxxxxxx and X.X. Dell, as the
undersigned's attorney-in-fact and proxy, with full power of substitution, for
and in the undersigned's name, to vote, express consent or disapproval, or
otherwise act (including pursuant to written consent, but excluding the right to
assert, perfect and prosecute dissenters' rights of appraisal) in accordance
with Paragraphs 7(a) and 4(b) of the Consent Agreement with respect to all of
the shares of Common Stock, $.01 par value per share, of Greenbriar Corporation,
a Nevada corporation (the "Company"), owned of record by the undersigned.
The proxy granted hereby shall be irrevocable and may be exercised at
any meeting of Stockholders, notice of which is given, or in respect of any
written consent which is solicited prior to the due and proper termination of,
and subject to and in accordance with the terms and conditions of, the Consent
Agreement, dated of even date herewith, among the undersigned, LSOF Pooled
Equity, L.P., a Delaware limited partnership, the Company and the Stockholders
of the Company signatory thereto. This proxy is coupled with an interest
sufficient in law to support such proxy.
Dated: August 1, 2001
-------------------------------------
Name:
