EXHIBIT 2.4
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is entered
into as of the 31st day of January, 2004, by and among OPUS RESOURCE GROUP,
INC., a Colorado corporation ("OPUS"); BLASTGARD TECHNOLOGIES, INC., a Florida
corporation ("BTI"); and the shareholders of BTI identified on the signature
page hereto ("BTI Shareholders").
RECITALS
WHEREAS, BTI Shareholders own 100% of the issued and outstanding common
stock of BTI.
WHEREAS, OPUS desires to acquire all of the issued and outstanding
common stock of BTI owned by BTI Shareholders, and BTI Shareholders desire to
exchange all of their shares of common stock in BTI for an aggregate of 91
million shares of OPUS restricted common stock.
WHEREAS, as a result of the above-referenced transactions, OPUS will
own 100% of the outstanding stock of BTI, making BTI a wholly-owned subsidiary
of OPUS.
WHEREAS, the parties desire that upon execution of this Agreement, the
current officers and directors of OPUS shall resign, and the current officers
and directors BTI shall become the officers and directors of OPUS.
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, OPUS, BTI and BTI
Shareholders agree as follows:
1. THE REORGANIZATION.
1.1 Acquisition. At the Closing (as defined in section 3, below), OPUS
shall acquire from BTI Shareholders and BTI Shareholders shall sell, transfer,
assign and convey to OPUS 100% of all the issued and outstanding shares of
common stock of BTI (the "BTI Shares"), in exchange for 91 million shares of
OPUS's common stock (the "OPUS Shares"). OPUS shall cause to be issued 91
million shares to BTI Shareholders immediately upon execution of this Agreement.
The OPUS Shares to be issued to BTI Shareholders shall have the rights,
restrictions and privileges set forth in OPUS's Articles of Incorporation and in
the stock certificates therefor. Upon the Closing, BTI shall become a
wholly-owned subsidiary of OPUS.
1.2 Taxes. It is the intent of the parties that this reorganization
will constitute a tax-free reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended. Each party shall be
responsible for and shall pay any and all taxes, charges or fees attributable to
such party, including individual state and federal income taxes, arising out of,
or by reason of, the exchange of OPUS Shares for the BTI Shares, or otherwise in
connection with the transactions contemplated hereby. Each party hereto
represents and warrants that it has relied solely on the opinions or advice of
its own professional advisors with respect to the tax consequences of this
transaction, if any, and has not relied on the opinions or advice of the other
parties or its professional advisors in any way with respect to the tax
consequences of this transaction.
2. CHANGE IN MANAGEMENT OF OPUS
2.1 Change in Management of OPUS. At Closing, the current officers and
directors of Opus, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxx, Xxxxxx X. Xxxx, and Xxxx X.
Xxxxx, shall resign as officers and directors of OPUS, and Xxxx X. Xxxxxxx, Xx.,
Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx shall be appointed to serve as the
officers and directors of OPUS until their successors are duly elected at the
next meeting of shareholders (hereafter identified as the "BTI Management
Team"). Following Closing, the BTI Management Team shall determine the terms for
employment agreements with the new officers.
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2.2 Change in Control. The parties contemplate that OPUS will file a
current report on Form 8-K within 5 days following execution of this Agreement
to report the change in control, the acquisition of assets and the change in
management resulting from the transaction.
3. CLOSING. The closing of the reorganization and the transactions contemplated
in this Agreement (the "Closing") shall be deemed to take place upon execution
of this Agreement by all of the parties hereto, whereupon the BTI Shareholders
shall be deemed to have accepted delivery of the certificates of OPUS Shares to
be issued in their names, and in connection therewith, shall make delivery of
their BTI Shares to OPUS.
3.1 Delivery of Shares. Upon execution of this Agreement, BTI
Shareholders shall deliver their respective certificates and/or other documents
representing the BTI Shares duly endorsed in blank, free and clear of all claims
and encumbrances, to OPUS, and OPUS shall issue and deliver the OPUS Shares to
the BTI Shareholders. The OPUS Shares shall be duly issued in the name of the
BTI Shareholders, and shall be duly recorded on the books and records of OPUS.
The names of the BTI Shareholders and their respective addresses, and the number
of shares that will be issued to each respective BTI Shareholder is set forth on
the signature page hereto.
3.2 Closing Requirements. Subsequent to Closing, each of the parties
shall execute and deliver such instruments and documents and take such other
actions as may, in the reasonable opinion of counsel for each, be required to
complete the transactions under this Agreement. It is contemplated that within
ten (10) business days after the date of this Agreement, the following documents
shall have been delivered and the following activities shall have taken place,
all of which shall be deemed to have occurred contemporaneously at the Closing:
(a) the securities to be delivered pursuant to Section 3.1 have been
delivered to the respective parties, duly endorsed or issued as the case may be;
(b) delivery of all corporate records of OPUS to the BTI Management
Team, including without limitation, corporate minute books (which shall contain
copies of the Articles of Incorporation and Bylaws, as amended to the Closing),
stock books, stock transfer books, check books, bank accounts, corporate seals,
contracts, licenses and sub-licenses, non-disclosure and confidentiality
agreements, and such other corporate books and records as may be reasonably
requested;
(c) copies of resolutions by BTI's Board of Directors authorizing this
Agreement;
(d) copies of resolutions by OPUS's Board of Directors authorizing this
Agreement; and
(e) the parties hereto have signed and delivered such other instruments
and documents, if any, relating to and effecting the transactions contemplated
herein.
3.3 Ancillary Documents. In addition to the documents required by
Section 3.2, the following ancillary documents shall be executed and delivered
by the respective parties at Closing:
(a) Xxxxxx X. Xxxxxx shall execute and deliver a pledge agreement
pledging 500,000 shares (100,000 post-split shares) of common stock of OPUS
owned by him, to serve as collateral security to pay any contingent or
undisclosed liabilities that OPUS may be required to pay that have not been
disclosed in a schedule to this Agreement, and further agrees to indemnify and
defend OPUS against any such claims. The term of the pledge shall be two years,
and Xxxxxxx X. Xxxxxx shall serve as the escrow agent.
3.4 Post-Closing Transactions.The BTI Management Team shall use its
best efforts to complete the following transactions promptly after Closing:
(a) OPUS shall complete a pending private placement of 1,000,000 shares
of restricted common stock for $200,000 in gross proceeds.
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(b) OPUS shall adopt a new stock plan covering 3,600,000 shares of
common stock, which shall be issued as compensation to persons who shall provide
specific consulting and advisory services after Closing to Opus and BTI,
pursuant to a schedule to be agreed upon at Closing.
(c) OPUS shall file a Form 8-K, including all required financial
statements that are required under applicable federal securities laws to report
this transaction, as well as the Form 10-KSB for the year ended December 31,
2003.
(d) As soon as OPUS is eligible to do so under applicable federal
securities laws, OPUS shall file a registration statement to register the shares
covered by the new stock plan described in Section 3.4(b), above.
(e) OPUS shall hold a shareholders meeting to (i) change the name of
the corporation to BlastGard International, Inc., and (ii) approve a reverse
split of the outstanding common stock on a 5:1 basis.
(f) Following the effective date of the reverse split described in
Section 3.4(e), OPUS shall raise $2.25 million in equity financing on terms
acceptable to the BTI Management Team.
4. REPRESENTATIONS OF BTI SHAREHOLDERS AND BTI. BTI represents and warrants, and
to the best knowledge of the BTI Shareholders, the BTI Shareholders hereby
represent and warrant, that effective this date, the representations and
warranties listed below are true and correct:
4.1 Organization. BTI is a company duly organized, validly existing and
in good standing under the laws of the State of Colorado, with full power and
authority to own and use its properties and conduct its business as presently
conducted by it. BTI shall furnish OPUS with copies of the Articles of
Incorporation and the Bylaws of BTI, including all amendments thereto. Such
copies are true, correct and complete and contain all amendments through the
date hereof, which, together with this Agreement, are sufficient to effect the
transactions hereunder and evidence the intent of the parties hereto.
4.2 Capitalization. The authorized stock of BTI consists of (a)
50,000,000 shares of common stock authorized, par value $.001 per share,
1,000,000 of which are issued and outstanding. All of the issued and outstanding
equity securities of BTI are duly and validly authorized and issued and are
fully paid and non-assessable. BTI does not have outstanding any security
convertible into, or any warrant, option or other right to subscribe for or
acquire any equity securities of BTI; nor is BTI under any obligation, whether
written or oral, to issue any of its securities.
4.3 Authority. BTI has the requisite corporate authority to enter into
and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement by BTI and the consummation of the
transactions contemplated hereby will not violate or conflict with any
provisions of the Articles of Association, as amended, or contravene any law,
rule, regulation, court or administrative order binding on it, or result in the
breach of or constitute a default in the performance of any material obligation,
agreement, covenant or condition contained in any material contract, lease,
judgment, decree, order, award, note, loan or credit agreement or any other
material agreement or instrument to which BTI is a party or by which it is
bound, the default or breach of which would have a material adverse effect on
the property and assets of BTI, considered as a whole. BTI has taken all
requisite corporate action to authorize and approve the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby. Upon due execution and delivery of this Agreement, this
Agreement will constitute a valid, legal and binding obligation of BTI and BTI
Shareholders enforceable against them in accordance with its terms.
4.4 BTI Shareholders. BTI Shareholders are the owners of 100% of the
issued and outstanding common stock of BTI. Such BTI Shares are free and clear
from any security interests,
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claims, liens, or other encumbrances and BTI Shareholders have the unqualified
right to transfer and dispose of their BTI Shares.
4.5 Due Diligence. BTI shall furnish to OPUS copies of all documents
requested by OPUS. No due diligence investigations undertaken by OPUS shall in
any event relieve BTI or BTI Shareholders of their responsibilities for the
accuracy and completeness of any representation or warranty of BTI or of BTI
Shareholders contained herein or the performance of any covenant or agreement of
BTI or of BTI Shareholders contained herein.
4.6 Approvals and Consent. No approval, authorization or other action
by, or filing with, any third-party, including a governmental authority is
required in connection with the execution, delivery and performance by BTI and
BTI Shareholders of their obligations under this Agreement and their respective
performance of the transactions contemplated hereby.
4.7 Undisclosed Liabilities. Except as set forth on Schedule 4.7, BTI
has no liabilities or obligations whatsoever, either accrued, absolute,
contingent or otherwise, except as disclosed herein or on the financial
statements to be provided and those incurred in or as a result of the ordinary
course of business of BTI subsequent to the date of the financial statements.
4.8 Assets. Except as set forth on Schedule 4.8, the assets of BTI have
been acquired in bona fide transactions, fully supported by appropriate
instruments of assignment, sale, or transfer, where appropriate, and are offset
by no liabilities or contingencies, contractual or otherwise, except as
indicated in its financial statements.
4.9 Litigation. BTI is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of BTI and
BTI Shareholders, no litigation, claims, assessments, or governmental
investigation or proceeding is threatened against BTI, its shareholders or
properties.
4.10 Applicable Laws. BTI has complied with all applicable laws in
connection with its formation, issuance of securities, organization,
capitalization and operations, and no contingent liabilities have been
threatened or claims made, and no basis for the same exists with respect to said
operations, formation or capitalization, including claims for violation of any
state or federal securities laws.
4.11 Taxes. BTI has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or assessments which
have become due as of the date of this Agreement, including any employment
related taxes and withholdings, and BTI, to the best of its knowledge, is not
subject to a tax audit by any federal, state or local tax authority and its
properties are not subject to any tax liens.
4.12 Breach of Contracts. BTI has not breached, nor is there any
pending or threatened claims or any legal basis for a claim that BTI has
breached, any of the terms or conditions of any agreements, contracts or
commitments to which it is a party or is bound and the execution and performance
hereof will not violate any provisions of applicable law of any agreement to
which BTI is subject.
4.13 BTI Disclosure. At the date of this Agreement, BTI has disclosed
all events, conditions and facts materially affecting the business and prospects
of BTI. BTI has not withheld disclosure of any such events, conditions, and
facts which it, through management, has knowledge of, or has reasonable grounds
to know, which may materially affect the business and prospects of BTI.
4.14 Shareholder Disclosure. BTI Shareholders hereby represent that the
materials prepared and delivered by OPUS to BTI Shareholders will have been read
and understood by BTI Shareholders, that each is familiar with the business of
OPUS, that each is acquiring the OPUS Shares under Section 4(2) of the
Securities Act of 1933, (the "Act"), commonly known as the private offering
exemption, and that the shares are restricted and may not be resold, except if
duly registered or transferred in reliance upon an exemption under the Act.
Page 4 of 9
5. REPRESENTATIONS OF OPUS. OPUS hereby represents and warrants that effective
this date, the representations and warranties listed below are true and correct:
5.1 Organization. OPUS is a corporation duly organized, validly
existing and in good standing under the laws of the State of Colorado with full
power and authority to own and use its properties and conduct its business as
presently conducted by it. OPUS is duly qualified and in good standing to do
business as a foreign corporation in any other jurisdiction where failure to so
qualify would have a material adverse effect on its business or assets. OPUS has
made available to BTI Shareholders copies of the Articles of Incorporation and
the Bylaws of OPUS, including all amendments thereto. Such copies are true,
correct and complete and contain all amendments through the date hereof,
together with this Agreement, which are sufficient to effect the transactions
hereunder and evidence the intent of the parties hereto.
5.2 Capitalization. The authorized stock of OPUS consists of (a)
100,000,000 shares of common stock authorized, $.001 par value, 4,396,903 of
which are issued and outstanding and (b) 1,000 shares of preferred stock, $.001
par value, none of which have been issued. All of the issued and outstanding
equity securities of BTI are duly and validly authorized and issued and are
fully paid and non-assessable. At the time of their issuance and delivery
pursuant to this Agreement, all OPUS Shares to be issued pursuant to the terms
hereof shall be duly and validly authorized and issued, fully paid and
nonassessable. Except as set forth on Schedule 5.2, OPUS does not have
outstanding any security convertible into, or any warrant, option or other right
to subscribe for or acquire any equity securities of stock of OPUS; nor is OPUS
under any obligation, whether written or oral, to issue any of its securities.
5.3 Authority. OPUS has the requisite corporate authority to enter into
and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby in accordance with the terms hereof. The
execution and delivery of this Agreement by OPUS and the consummation of the
transactions contemplated hereby will not violate or conflict with any
provisions of the Articles of Incorporation, as amended, or Bylaws of OPUS or
contravene any law, rule, regulation, court or administrative order binding on
it, or result in the breach of or constitute a default in the performance of any
material obligation, agreement, covenant or condition contained in any material
contract, lease, judgment, decree, order, award, note, loan or credit agreement
or any other material agreement or instrument to which OPUS is a party or by
which it is bound, the default or breach of which would have a material adverse
effect on the property and assets of OPUS, considered as a whole. OPUS has taken
all requisite corporate action to authorize and approve the execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby. Upon due execution and delivery of this Agreement, this
Agreement will constitute a valid, legal and binding obligation of OPUS
enforceable against it in accordance with its terms.
5.4 Due Diligence. OPUS has furnished to BTI Shareholders copies of all
documents requested by BTI Shareholders. No due diligence investigations
undertaken by BTI Shareholders shall in any event relieve OPUS or its current
officers and directors of their responsibilities for the accuracy and
completeness of any representation or warranty of OPUS contained herein or the
performance of any covenant or agreement of OPUS contained herein.
5.5 Approvals and Consent. No approval, authorization or other action
by, or filing with, any third-party, including a governmental authority is
required in connection with the execution, delivery and performance by OPUS of
its obligations under this Agreement and its performance of the transactions
contemplated hereby, except that certain governmental agencies must be notified,
as stated in Section 2.2 above.
5.6 Litigation. OPUS is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of OPUS, no
litigation, claims, assessments, or governmental investigation or proceeding is
threatened against OPUS, its shareholders or properties.
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5.7 Applicable Laws. OPUS has complied with all state, federal and
local laws in connection with its formation, issuance of securities,
organization, capitalization and operations, and no contingent liabilities have
been threatened or claims made, and no basis for the same exists with respect to
said operations, formation or capitalization, including claims for violation of
any state or federal securities laws.
5.8 Breach of Contracts. OPUS has not breached, nor is there any
pending or threatened claims or any legal basis for a claim that OPUS has
breached, any of the terms or conditions of any agreements, contracts or
commitments to which it is a party or is bound and the execution and performance
hereof will not violate any provisions of applicable law of any agreement to
which OPUS is subject.
5.9 Taxes. Except as set forth on Schedule 5.9, OPUS has filed all
governmental, tax or related returns and reports due or required to be filed and
has paid all taxes or assessments which have become due as of the date of this
Agreement, including any employment related taxes and withholdings, and OPUS, to
the best of its knowledge, is not subject to a tax audit by any federal, state
or local tax authority and its properties are not subject to any tax liens. OPUS
will cause to be filed or prepared, as applicable, by the date of this
Agreement, all federal, state, county and local income, excise, property and
other tax returns, forms, or reports, which are due or required to be filed by
it prior to the date of this Agreement.
5.10 OPUS Disclosure. At the date of this Agreement, OPUS has disclosed
all events, conditions and facts materially affecting the business and prospects
of OPUS. OPUS has not withheld disclosure of any such events, conditions, and
facts which it, through management, has knowledge of, or has reasonable grounds
to know, which may materially affect the business and prospects of OPUS.
5.11 Undisclosed Liabilities. Except as set forth on Schedule 5.11 or
as disclosed in its periodic reports filed with the SEC, OPUS has no material
liabilities or obligations whatsoever, either accrued, absolute, contingent or
otherwise.
5.12 SEC Reporting. OPUS is current in its requirements to file
periodic reports with the SEC. OPUS will use its best efforts to remain current
in its periodic reports required to be filed with the SEC.
6. AUDIT.
6.1 Audit of BTI Financial Statements. Within 75 days after Closing,
BTI shall obtain and deliver to OPUS an audit of BTI financial statements and
any other financial statements which may be required by Regulations S-X or S-B
for purposes of complying with the Securities Act of 1933 and the Securities
Exchange Act of 1934. OPUS shall assist BTI and its auditors as reasonably
requested.
7. MUTUAL COVENANTS OF THE PARTIES. OPUS, BTI and BTI Shareholders each covenant
and agree to execute any further documents or agreements and to take any further
acts that may be reasonably necessary to effect the transactions contemplated
hereunder, including, but not limited to, obtaining any consents or approvals of
any third-party required to be obtained to consummate the transactions
contemplated by this Agreement.
8. RESTRICTIONS ON TRANSFER OF SHARES. The parties hereto acknowledge that all
securities transferred and/or issued in connection with the transactions
contemplated hereby are restricted as to transfer and the certificates therefore
shall bear legends to such effect and no transfer of any shares may be effected,
except pursuant to an effective registration statement prepared and filed
pursuant to the Act or pursuant to an exemption from registration thereunder, as
evidenced by an opinion of counsel or as otherwise allowed under the laws of
descent and distribution.
9. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions contemplated hereby for two
(2) years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations,
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warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.
10. MISCELLANEOUS.
10.1 Undertakings and Further Assurances. At any time, and from time to
time, hereafter, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purposes of this Agreement.
10.2 Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
10.3 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing and will be effective when
hand-delivered or upon delivery if sent by commercial courier service such as
Federal Express or Airborne or on the day of delivery or first attempted
delivery if sent by first class, postage prepaid, certified United States mail,
return receipt requested (whether or not the return receipt is subsequently
received), and addressed by the sender to the addresses as designated on the
signature page hereof.
10.4 Headings. The paragraph and subparagraph headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
10.5 Governing Law. This Agreement shall be governed by the laws of the
State of Colorado.
10.6 Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns. This Agreement shall not be
assigned by any party hereto, except upon the consent, in writing, of the other
parties hereto.
10.7 Entire Agreement. This Agreement, including any documents
delivered pursuant to the terms hereof, is the entire agreement of the parties
covering everything agreed upon or understood with respect to the transactions
contemplated hereby and supersedes all prior agreements, covenants,
representations or warranties, whether written or oral, by any party hereto.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
10.8 Time. Time is of the essence. The parties each agree to proceed
promptly and in good faith to consummate the transactions contemplated herein.
10.9 Expenses. Each of the parties hereto shall pay its own expenses
incurred in connection with the authorization, preparation, execution and
performance of this Agreement and obtaining any necessary regulatory approvals,
including, without limitation, all fees and expenses of its respective counsel.
10.10 Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
10.11 Counterparts and Facsimile Signatures. This Agreement and any
exhibits, attachments, or documents ancillary hereto, may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
OPUS RESOURCE GROUP, INC.
By:/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx, CEO
OPUS address:
0000 - 0xx Xx. X.
Xx. Xxxxxxxxxx, XX 00000
BLASTGARD TECHNOLOGIES, INC.
By:/s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx, CEO
BTI address:
00000 Xxxxxxxxxx Xxxx., Xxxxx X
Xxxxxxxxxx, XX 00000
BTI SHAREHOLDERS:
[SIGNATURE PAGE FOLLOWS]
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BTI SHAREHOLDERS:
NAME NO. OF BTI SHARES NO. OF OPUS SHARES
(ADDRESS PROVIDED SEPARATELY) TO BE EXCHANGED TO BE RECEIVED (PRE-SPLIT)
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx 272,000 24,752,000
/s/ Xxxx X. Xxxxxxx, Xx.
------------------------------------
Xxxx X. Xxxxxxx, Xx 272,000 24,752,000
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx 136,000 12,376,000
/s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx 57,000 5,187,000
/s/ Xxxxxxx Xxxxxxx
------------------------------------
NB Holdings 85,000 7,735,000
/s/ Xxxxxxx Xxxxx
------------------------------------
Commonwealth Partners NY LLC 57,000 5,187,000
/s/ Xxxxx Xxxxx
------------------------------------
Xxxxx Xxxxx 57,000 5,187,000
/s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx 57,000 5,187,000
/s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx 7,000 637,000
============================
As permitted by Rule 601 of Regulation S-B, the following schedules have been
omitted but will be provided to the Commission upon request:
Schedule 4.7
Schedule 4.8
Schedule 5.2
Schedule 5.9
Schedule 5.11
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