Exhibit 10.1
SHAREHOLDERS' AGREEMENT
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THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is made as of August
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6, 1996, by and among Apex Silver Mines Limited, an exempted limited liability
company organized and existing under the laws of the Cayman Islands (the
"Company"), Apex Silver Mines LDC, an exempted limited duration company
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organized and existing under the laws of the Cayman Islands ("Apex LDC"),
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Consolidated Commodities Ltd., a limited liability company organized and
existing under the laws of Bermuda ("Consolidated"), ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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("▇▇▇▇▇▇"), Litani Capital Management LDC, a limited duration company organized
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and existing under the laws of the Bahamas ("Litani"), Silver Holdings LDC, an
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exempted limited duration company organized and existing under the laws of the
Cayman Islands ("Silver Holdings", and collectively with Consolidated and
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Litani, the "Original Investors") and each of the shareholders from time to time
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of the Company (such shareholders, collectively, the "Purchasers"). Apex LDC,
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Silver Holdings, Litani, Consolidated, ▇▇▇▇▇▇ and the Purchasers are
collectively referred to herein as the "Shareholders", and each individually as
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a "Shareholder." Certain capitalized terms used herein are defined in
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Section 1.
WHEREAS, each of the Original Investors are the owners of shares of
Apex LDC (the "Sub Shares"), and, pursuant to that certain Buy-Sell Agreement
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(the "Buy-Sell Agreement") dated as of the date hereof between the Company, Apex
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LDC, and the Original Investors, the Original Investors are entitled to sell at
any time after a Public Offering, in whole or in part, their Sub Shares to the
Company for, at the discretion of the Company, cash, Shares or a combination of
cash and Shares;
WHEREAS, pursuant to Subscription Agreements dated as of the date
hereof (each a "Subscription Agreement"), by and among the Company and the
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Purchasers, the Company shall issue on the date hereof to each Purchaser shares
of the Company's Common Stock, par value $.01 per share (each such share, a
"Share"); and
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WHEREAS, the parties hereto desire to enter into this Agreement to
establish the composition of the Company's Board of Directors (the "Board"), to
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restrict the sale, assignment, transfer, encumbrance or other disposition of the
Shares and the Sub Shares and to provide for certain rights and obligations in
respect thereto as hereinafter provided;
NOW, THEREFORE, the parties to this Agreement hereby agree as follows:
1. DEFINITIONS.
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"AFFILIATE" of a Shareholder controlling, controlled by or under
common control with the Shareholder and, in the case of a Shareholder which is a
partnership, any partner of such Shareholder.
"FAMILY GROUP" means a Shareholder's parents, spouse, descendants
(whether or not adopted) and stepchildren and any trust solely for the benefit
of the Shareholder and/or the Shareholder's parents, spouse, stepchildren and/or
descendants.
"HOLDER GROUP" means (i) Silver Holdings and its shareholders as of
the date hereof (as a collective group), (ii) Consolidated and its shareholders
as of the date hereof (as a collective group), or (iii) Litani and its
shareholders as of the date hereof (as a collective group).
"MEMORANDUM AND ARTICLES OF ASSOCIATION" means the Company's
memorandum and articles of association in effect at the time as of which any
determination is being made.
"PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PUBLIC OFFERING" means an underwritten public offering of Shares
pursuant to a registration statement.
"PUBLIC SALE" means any sale of Shares to the public pursuant to an
offering registered under the Securities Act or to the public through a broker,
dealer or market maker pursuant to the provisions of Rule 144 adopted under the
Securities Act.
"RELEVANT AGREEMENTS" means the Buy-Sell Agreement and the Memorandum
and Articles of Association of the Company.
"SECURITIES ACT" means the United States Securities Act of 1933, as
amended from time to time.
"SUBSIDIARY" means with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors is at
the time owned or controlled, directly or indirectly, by that Person or one or
more of the other Subsidiaries of that Person or a combination thereof, or (ii)
if a partnership, association or other business entity, a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries of
that Person or a combination thereof. For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, association or other business entity gains
or losses or shall be or control the managing director or general partner of
such partnership, association or other business entity.
2. VOTING AGREEMENT. (a) From and after the date of this
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Agreement and until the provisions of this Section 2 cease to be effective, each
holder of Shares shall promptly vote all of his Shares and shall promptly take
all other necessary or desirable actions within his control (whether in his
capacity as a stockholder or officer of the Company or otherwise, and including,
without limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), and
the Company and Apex LDC shall promptly take all necessary and desirable actions
within their control (including, without limitation, calling special board and
stockholder meetings), so that:
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(i) the Board shall initially be comprised of four (4) directors;
provided, however, that the Board shall be increased (A) by one (1)
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director if Litani exercises its right to designate the Litani
Representative (as defined below) and/or (B) by one (1) director if the
Board unanimously agrees to select an independent director;
(ii) Consolidated shall have the right in any election of directors
to the Board to select two (2) representatives to the Board (the
"Consolidated Representatives"); the initial Consolidated Representatives
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are ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇;
(iii) Litani shall have the right in any election of directors
to the Board to select one (1) representative to the Board (the "Litani
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Representative"); as of the date hereof, Litani has not exercised its right
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to designate the Litani Representative;
(iv) Silver Holdings shall have the right in any election of
directors to the Board to select two (2) representatives to the Board (the
"Silver Holdings Representatives"); the initial Silver Holdings
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Representatives are ▇▇▇▇▇▇▇ Elsztain and ▇▇▇▇ ▇▇▇▇▇;
(v) the removal from the Board (with or without cause) of any
representative designated hereunder by a Holder Group shall be at the
written request of such Holder Group, but only upon such written request
and under no other circumstances;
(vi) in the event that any representative designated hereunder
for any reason ceases to serve as a member of the Board during his term of
office, the resulting vacancy on the Board shall be filled by a
representative designated by the same Holder Group that designated the
member that will no longer serve on the Board; and
(vii) any amendment to the Memorandum and Articles of
Association which the Company or any of its Subsidiaries is obligated to
make pursuant to any Relevant Agreement and any other corporate action
which the Company or any of its Subsidiaries is obligated to take pursuant
to any Relevant Agreement which requires stockholder approval shall be
approved.
(b) The Company shall pay the reasonable out-of-pocket expenses
incurred by each director in connection with attending the meetings of the Board
and any committee thereof.
(c) The provisions of this Section 2 shall terminate and cease to have
effect upon the consummation of a Public Offering.
3. RESTRICTIONS ON TRANSFER OF SHARES. (a) Transfer of Shares. No
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holder of Shares or Sub Shares shall sell, transfer, assign, pledge or otherwise
directly or indirectly dispose of (a "Transfer") any interest in any such shares
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except pursuant to and in accordance with the provisions of this Section 3,
Section 4 and Section 5.
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(b) Initial Restriction. Until the earlier of December 22, 1997
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or the consummation of a Public Offering (the "Restricted Period"), no
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Shareholder shall be permitted to Transfer any Shares or Sub Shares without the
prior consent of the Company, acting through its Board, which consent may not be
unreasonably withheld. It is agreed by the parties hereto that the Board may
object to a Proposed Transfer if it determines that the Proposed Transferee (or
any Affiliate thereof) is a competitor of the Company and/or any of its
Subsidiaries.
(i) At least 20 days prior to making a Transfer, any transferring
holder of Shares shall provide written notice to the Company (the
"Transferee Notice") naming the proposed transferee (the "Proposed
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Transferee") of such proposed Transfer (the "Proposed Transfer"). The
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Board will deliver written notice of its objection to such Transfer to such
transferring holder within 15 days of receipt of the Transfer notice.
(ii) All Proposed Transfers by or on behalf of ▇▇▇▇▇▇ or an
Original Investor shall be subject to the prior written consent of the
"disinterested" members of the Board. "Disinterested" Board members shall
include all representatives to the Board other than the Board members
appointed by the proposed transferor, or any Affiliate thereof. For the
purposes hereof, in the event either Consolidated or Litani seek to
transfer any of their Shares or Sub Shares, as applicable, neither the
Consolidated Representatives nor the Litani Representative shall be deemed
to be a "disinterested" Board member.
(c) Right of First Refusal on Transfer of Original Investor Shares or
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Sub Shares. Subject to the provisions of Section 3(b) hereof, until the
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expiration of the Restricted Period each Original Investor shall be entitled to
Transfer its Shares or Sub Shares subject to the following conditions:
(i) At least 30 days prior to making any Transfer of Shares or
Sub Shares, any transferring Original Investor (the "Transferring OI
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Holder") shall deliver a written notice (each such notice, an "Offer
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Notice") to the Company and the other Original Investors. The Offer Notice
shall disclose in reasonable detail the proposed number of Shares or Sub
Shares to be transferred (the "OI Transfer Shares") and the proposed terms
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and conditions of the Transfer (including the proposed price at which the
shares are to be transferred).
(ii) First, each Original Investor (or its designee) shall be
entitled to purchase his Investor Pro Rata Share (as defined below) of the
Shares or Sub Shares specified in the Offer Notice at the price and on the
terms specified therein by delivering written notice of such election (an
"Election Notice") to the Transferring OI Holder as soon as practical but
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in any event within ten (10) days after delivery of the Offer Notice. Any
such Shares or Sub Shares not elected to be purchased by the end of such
10-day period shall be reoffered for an additional ten (10) day period by
the Transferring OI Holder on a pro rata basis to the Original Investors
who have elected to purchase their Investor Pro Rata Share. Each Original
Holder's "Investor Pro Rata Share" shall be based upon such Original
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Investor's proportionate beneficial ownership of Shares and Sub Shares.
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(iii) The Transfer of any OI Transfer Shares to be purchased by
the Original Investors shall be consummated as soon as practical after the
delivery of the final Election Notice, but in any event within 15 days
after the delivery of the final Election Notice. In the event that the
Original Investors do not elect to purchase all of the OI Transfer Shares,
the Transferring OI Holder may, within 90 days after the expiration of the
Election Period, transfer such remaining OI Transfer Shares to one or more
third parties at a price no less than the price per share specified in the
Offer Notice for such class and on other terms no more materially favorable
to the transferees thereof than offered to the Original Investors in the
Offer Notice. Any OI Transfer Shares not transferred within such 90-day
period shall be reoffered to the Original Investors under this Section 3(c)
prior to any subsequent Transfer pursuant to the terms of this Section. The
purchase price specified in any Offer Notice shall be payable solely in
cash at the closing of the transaction or in installments over time, and no
Shares may be pledged without the prior written consent of the
Shareholders, which consent may be withheld in their sole discretion.
(d) Other Restrictions. (i) After the Restricted Period, Shares or
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Sub Shares are transferable only pursuant to (A) a Public Offering, (B) Rule 144
or Rule 144A of the Securities Act (or any similar rule or rules then in force)
if such rule is available, and (C) subject to the conditions specified in
Section 3(d)(ii) below, any other legally available means of transfer.
(ii) In connection with the transfer of any Shares or Sub Shares
(other than a transfer described in Section 3(d)(i) (A) or (B) above), the
holder thereof shall deliver written notice to the Company describing in
reasonable detail the transfer or proposed transfer, together with an
opinion of counsel which (to the Company's reason able satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Shares or Sub Shares may be effected without registration of such Shares or
Sub Shares under the Securities Act. In addition, if the holder of the
Shares or Sub Shares delivers to the Company an opinion of counsel that no
subsequent transfer of such Shares or Sub Shares shall require registration
under the Securities Act, the Company shall promptly upon such contemplated
transfer deliver new certificates for such Shares or Sub Shares which do
not bear the Securities Act legend set forth in Section 4. If the Company
is not required to deliver new certificates not bearing such legend in
exchange for such Shares or Sub Shares, the holder thereof shall not
transfer the same until the prospective transferee has confirmed to the
Company in writing its agreement to be bound by the conditions contained in
this Section and Section 4.
(e) Permitted Transfers. The restrictions set forth in this Section 3
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shall not apply to (i) any Transfer of Shares by any Shareholder among its
Affiliates, (ii) a Transfer of Shares by any Shareholder pursuant to the laws of
descent and distribution or among such Share holder's Family Group, (iii) any
Transfer from a Shareholder to another Shareholder, provided that the provisions
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of this Agreement will continue to be applicable to the Shares after any
Transfer pursuant to clauses (i), (ii) and (iii) above and the transferees of
such Shares shall agree in writing to be bound by the provisions of this
Agreement. Upon the Transfer of Shares pursuant to clauses (i), (ii) and (iii)
of the previous sentence, each transferee will deliver a
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written notice to the Company, which notice will disclose in reasonable detail
the identity of such transferee.
4. PREEMPTION RIGHTS. (i) Except for the issuance of Shares or
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securities (i) pertaining to options or rights to acquire Shares existing on the
date hereof, including, without limitation, any and all Shares which may be
issued to the Original Investors pursuant to the terms of the Buy-Sell
Agreement, (ii) pursuant to a Public Sale, or (iii) pursuant to stock or option
issuances to directors, employees or consultants of the Company or any of its
direct or indirect subsidiaries, if the Company at any time after the date
hereof authorizes the issuance or sale of any Shares or any securities
containing options or rights to acquire any Shares (other than as a dividend on
outstanding Shares), the Company shall first offer to sell to each Shareholder a
portion of such Shares or other securities equal to the percentage of Shares
and, for the purposes hereof, Sub Shares held by such Shareholder at the time of
such issuance.
(ii) In order to exercise its purchase rights hereunder, each
Shareholder must within 20 days after receipt of written notice from the Company
describing in reasonable detail the Shares or securities being offered, the
purchase price thereof, the payment terms and such Shareholder's pro rata
percentage allotment, deliver a written notice to the Company describing its
election hereunder. Any Shares not elected to be purchased by the end of such
20-day period shall be reoffered for an additional 10-day period by the Company
on a pro rata basis to the Shareholders who elected to purchase the entire
allotment of Shares originally offered to such Shareholders.
(iii) Upon the expiration of the offering periods described above,
the Company shall be entitled to sell such Shares or securities which the
Shareholders have not elected to purchase during the 180 days following such
expiration on terms and conditions no more favorable to the purchasers thereof
than those offered to the Shareholders. Any Shares or securities offered or
sold by the Company to any Person after such 180-day period must be reoffered to
the Shareholders pursuant to the terms of this Section.
(iv) The provisions of this Section 3A shall terminate and cease to
have effect upon the consummation of a Public Offering.
5. LEGEND. Each certificate evidencing Shares and each certificate
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issued in exchange for or upon the transfer of any Shares (if such shares remain
Shares as defined herein after such Transfer) shall be stamped or otherwise
imprinted with a legend in substantially the following form:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVER ING SUCH
SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT
OR THE
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COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THESE
SECURITIES REASONABLY SATIS FACTORY TO THE COMPANY, STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH.
IN ADDITION, THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
TO CERTAIN TRANSFERS AND VOTING RESTRICTIONS PURSUANT TO A SHARE
HOLDERS' AGREEMENT AMONG THE COMPANY AND CERTAIN OF THE COMPANY'S
MEMBERS. A COPY OF SUCH SHAREHOLDERS' AGREEMENT WILL BE FURNISHED
WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
REQUEST."
The Company shall imprint such legend on certificates evidencing Shares
outstanding prior to the date hereof. The legend set forth above shall be
removed from the certificates evidencing any shares which cease to be Shares in
accordance with this Agreement.
6. LEGEND REMOVAL. If any Shares or Sub Shares become eligible for
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sale pursuant to Rule 144(k), the Company shall, upon the request of the holder
of such Shares or Sub Shares, issue new certificates for such Shares or Sub
Shares not bearing the Securities Act legend set forth in Section 4.
7. TRANSFER. Prior to Transferring any Shares to any Person, the
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transferring holder shall cause the prospective transferee to execute and
deliver to the Company and the other Shareholders a counterpart of this
Agreement and the Subscription Agreement, dated as of the date hereof, by and
among the Company and the Investors.
8. HOLDBACK AGREEMENT. Each Shareholder agrees not to effect any
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public sale or distribution (including sale pursuant to Rule 144 of the Security
Act) of equity securities of the Company, or any securities, options or rights
convertible into or exchangeable or exercisable for such securities, during the
seven days prior to and the 180-day period beginning on the effective date of
any underwritten offerings unless the underwriters managing the registered
offering otherwise agree.
9. SALE OF THE COMPANY. (a) If a sale of substantially all of the
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Company's assets determined on a consolidated basis, or a sale of all or
substantially all of the Company's outstanding capital stock (whether by merger,
recapitalization, consolidation, reorganization, combination or otherwise) to
any independent third party or group of independent third parties is approved by
the Company's Board (any such Company Sale approved by the Board constituting an
"Approved Sale"), each Shareholder will consent to and raise no objections to
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such Approved Sale.
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(b) In connection with any such Approved Sale, (i) if the Approved
Sale is structured as (A) a merger or consolidation, each Shareholder shall
waive any dissenters rights, appraisal rights or similar rights in connection
with such merger or consolidation, (B) a sale of stock, each Shareholder shall
agree to sell all of his Shares, or rights to acquire Shares, on the terms and
conditions so approved, or (C) as a sale of assets, each Shareholder shall vote
in favor of such sale and any subsequent liquidation of the Company or other
distribution of the proceeds therefrom, (ii) each Shareholder shall take all
necessary or desirable actions in connection with the consummation of the
Approved Sale reasonably requested by the Company and (iii) each Shareholder
shall be obligated to join on a pro rata basis (based on the share of the
aggregate proceeds paid in such Approved Sale) in any indemnification or other
obligations that the Company agrees to provide in connection with such Approved
Sale other than any such obligations that relate specifically to the Company or
to a particular Shareholder such as indemnification with respect to
representations and warranties given by a Shareholder regarding such
Shareholder's title to and ownership of Shares; provided that no Shareholder
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shall be obligated in connection with such Approved Sale to agree to indemnify
or hold harmless the prospective transferee(s) with respect to an amount in
excess of the net cash proceeds paid to such holder in connection with such
Approved Sale.
(c) The obligations of the Shareholders with respect to an Approved
Sale are subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, each Shareholder will receive the same form
of consideration and the same portion of the aggregate consideration that such
Shareholders would have received if such aggregate consideration had been
distributed by the Company in complete liquidation pursuant to the rights and
preferences set forth in the Company's Memorandum and Articles of Association as
in effect immediately prior to such Approved Sale and (ii) each holder of then
currently exercisable rights to acquire Shares will be given an opportunity to
exercise such rights prior to the consummation of the Approved Sale and
participate in such sale as Shareholders.
(d) If the Company or any one or more Shareholders enter into any
negotiation or transaction for which Rule 506 (or any similar rule then in
effect) promulgated by the Securities Exchange Commission may be available with
respect to such negotiation or transaction (including a merger, consolidation or
other reorganization), the Shareholders will, at the request of the Company,
appoint a purchaser representative (as such term is defined in Rule 501)
reasonably acceptable to the Company. If any Shareholder appoints a purchaser
representative designated by the Company, the Company will pay the fees of such
purchaser representative, but if any Shareholder declines to appoint the
purchaser representative designated by the Company such holder will appoint
another purchaser representative, and such Shareholder will be responsible for
the fees of the purchaser representative so appointed.
(e) Shareholders will bear their pro rata share (based upon the number
of Shares (including the aggregate number of Shares which would be issued in the
event the Company purchased all outstanding Sub Shares for Shares) which would
be sold) of the costs of any sale of Shares pursuant to an Approved Sale to the
extent such costs are incurred for the benefit of all Shareholders and are not
otherwise paid by the Company or the acquiring party. For purposes of this
section 8(e), costs incurred in exercising reasonable efforts to take all
necessary actions in connection with the consummation of an Approved Sale in
accordance with
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Section 8(a) shall be deemed to be for the benefit of all Shareholders. Costs
incurred by Shareholders on their own behalf will not be considered costs of the
transaction hereunder.
(f) The provisions of this Section 8 will terminate upon the
consummation of a Public Offering.
10. COMPANY REPRESENTATIONS. The Company hereby represents and
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warrants as follows:
(a) The Company is an exempted limited liability company duly
organized, validly existing and in good standing under the laws of the Cayman
Islands; has the corporate power and authority to conduct the business in which
it is currently engaged; and is duly qualified as a foreign corporation and is
in good standing under the laws of each jurisdiction where the conduct of its
business requires such qualification, except to the extent that the failure so
to qualify would not, in the aggregate, have a material adverse effect on the
condition (financial or otherwise), operations, business or properties of the
Company or the ability of the Company to perform its obligations under this
Agreement.
(b) The Company has all requisite corporate power and authority to
make, deliver, and perform its obligations under this Agreement. The Company
has taken all corporate action necessary to authorize the execution, delivery
and performance of this Agreement. No consent or authorization of, filing with
or other act by or in respect of any governmental authority is required to be
obtained or made by or on behalf of the Company in connection with the
execution, delivery, performance, validity or enforceability of this Agreement.
This Agreement has been duly executed and delivered by or on behalf of the
Company.
(c) This Agreement (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes the legal, valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.
(d) There is no action suit, investigation or proceeding of or before
any arbitrator or governmental authority now pending or, to the knowledge of the
Company, threatened against or affecting it or against any of its properties or
income that would have a material adverse effect on, or which questions or
challenged, this Agreement or any of the transactions contemplated hereby.
(e) Upon the Company's receipt and acceptance of payment by the
Purchasers pursuant to the Subscription Agreement and the issuance of stock
certificates therefor, the Shares will be legally and validly issued.
11. TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
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Transfer of any Shares or Sub Shares in violation of any provision of this
Agreement shall be void, and neither the Company nor Apex LDC shall record such
Transfer on its books or treat any purported transferee of such Shares or Sub
Shares as the owner of such shares for any purpose.
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12. ALTERATIONS TO COMPANY CAPITAL STRUCTURE. Until the consummation
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of a Public Offering, any changes or other amendments to the capital structure
of the Company shall be subject to the prior written consent of Silver Holdings
and Consolidated.
13. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
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modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company unless such modification, amendment or waiver is
approved in writing by the Company. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Original Investors unless such modification, amendment or
waiver is approved in writing by the Original Investors.
14. SEVERABILITY. Whenever possible, each provision of this
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Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
15. ENTIRE AGREEMENT. Except as otherwise expressly set forth
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herein, this document, the Subscription Agreement and the Buy-Sell Agreement
embody the complete agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
16. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
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this Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Shareholders and any subsequent
holders of Shares and the respective successors and assigns of each of them, so
long as they hold Shares.
17. COUNTERPARTS. This Agreement may be executed in separate
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counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
18. REMEDIES. The parties hereto agree and acknowledge that money
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damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that the Company and any Shareholder shall have the right to
injunctive relief, in addition to all of its rights and remedies at law or in
equity, to enforce the provisions of this Agreement. Nothing contained in this
Agreement shall be construed to confer upon any Person who is not a signatory
hereto any rights or benefits, as a third party beneficiary or otherwise.
19. NOTICES. All notices, demands or other communications to be
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given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when personally delivered
or received by certified mail, return receipt requested, confirmed telecopy or
sent by guaranteed overnight courier service. Such notices, demands and other
communications will be sent to Shareholders at the addresses
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indicated for such Persons in the Subscription Agreement, or to any party
(including any new party) at such address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party.
20. GOVERNING LAW. The corporate law of the Cayman Islands will
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govern all issues concerning the relative rights of the Company and the
Shareholders. All other issues concerning this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of New York.
21. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
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are inserted for convenience only and do not constitute a part of this
Agreement.
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* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Shareholders' Agreement on the day and year first above written.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
APEX SILVER MINES LIMITED
By:
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Name:
Title:
APEX SILVER MINES LDC
By:
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Name:
Title:
CONSOLIDATED COMMODITIES LTD.
By:
----------------------------------
Name:
Title:
LITANI CAPITAL MANAGEMENT LDC
By:
----------------------------------
Name:
Title:
-12-
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
Altamira Management Ltd.
As Agent for A/C# 176
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Counsel
Altamira Management Ltd.
As Agent for A/C# 317
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Counsel
Altamira Management Ltd.
As Agent for A/C# 124
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Counsel
Altamira Management Ltd.
As Agent for A/C# 106
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Counsel
Anduril Fund Ltd.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
Anduril Fund Ltd.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Anduril Irrevocable Deferred Trust 1
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
ANZ Nominees (Guernsey) Ltd.
A/C# AAIZ
By: /s/ ANZ Nominees (Guernsey) Limited
-----------------------------------
Name:
Title: Authorised Signature
ANZ Nominees (Guernsey) Ltd.
A/C# AAIQ
By: /s/ ANZ Nominees (Guernsey) Limited
-----------------------------------
Name:
Title: Authorised Signature
ANZ Nominees (Guernsey) Ltd.
A/C# AAIJ
By: /s/ ANZ Nominees (Guernsey) Limited
-----------------------------------
Name:
Title: Authorised Signature
Argonaut Capital Management
By: /s/ ▇▇▇▇▇ ▇.
------------
Name: ▇▇▇▇▇ ▇.
Title: General Partner
2
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
▇▇▇▇▇▇▇▇, ▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Investments Ltd.
A/C# 921-6001
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CBG Compagnie Bancaire Geneve
Ref.: Anduril Fund Limited
By: /s/ ▇. ▇▇▇▇
-----------
Name: ▇. ▇▇▇▇
Title: Mandataire Commercial
By: /s/ ▇. ▇▇▇▇▇▇
-------------
Name: ▇. ▇▇▇▇▇▇
Title: Fondee de Pouvoir
Celtic Group Ltd.
By: /s/ ▇▇▇▇▇ McDonors
------------------
Name: ▇▇▇▇▇ McDonors
Title: Director
3
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
CONSOLIDATED COMMODITIES, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director/Vice President
Damerel Trading S.A.
By: /s/ ABN AMRO Trust Company (Suisse) S.A.
----------------------------------------
Name:
Title: Proxyholder
Derzavich, Esq., ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ Enterprises, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Elsztain, ▇▇▇▇▇▇▇ ▇.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Elsztain
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Elzstain
ETAB Comfort
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
4
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Heartland Small Cap Contrarian Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
Humber Investments Limited
By: /s/ Lo ▇▇▇ ▇▇▇
--------------
Name: Lo ▇▇▇ ▇▇▇
Title: Director
Humber Investments Limited
By: /s/ Li ▇▇▇ ▇▇▇▇
---------------
Name: Li ▇▇▇ ▇▇▇▇
Title: Director
IMS Global Investments X, Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Director
Infinity Properties Ltd. B.V.I.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
5
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
▇▇▇▇ ▇▇▇▇▇▇▇ Corp. S.A.
By: /s/ Ivor S. T. ▇▇▇▇▇▇▇
----------------------
Name: Ivor S.T. ▇▇▇▇▇▇▇
Title: President
Frankston Investment Limited
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
-----------------
Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: Director
Litani Capital Management LDC
By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Title: Director
Mada Limited
By: /s/ M.D. Dekel Golan
--------------------
Name: M.D Dekel Golan
Title:
▇▇▇▇▇ Global Investments, Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director of Operations
▇▇▇▇, ▇▇▇ and ▇▇▇▇▇
By: /s/ ▇▇▇ ▇▇▇▇/▇▇▇▇▇ ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
6
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
Natbony Trust Partnership
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: General Partner
New York Holdings Ltd.
By: /s/ Fox ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
Name: Fox ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
Pezet, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Remington Investments Strategies, L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Director of Operations
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Silver Holdings LDC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
7
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Suma Silver Resources, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ Investments Ltd.
A/C# 921-6008
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------
Name: Executive Vice President
United Mizrahi Bank
(Switzerland) Ltd.
A/C# ▇▇-▇▇▇-▇▇▇▇▇
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
----------------
Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: General Manager
By: /s/ ▇. ▇▇▇▇▇
------------
Name: ▇. ▇▇▇▇▇
Title: Assistant Manager
CBG Compagnie Bancaire Geneve
Ref.: Anduril Fund Ltd.
By: /s/ ▇. ▇▇▇▇
-----------
Name: ▇. ▇▇▇▇
Title: Mandataire Commercial
By: /s/ J. Sadeigh
--------------
Name: J. Sadeigh
Title: Fondee de Pouvoir
8
SCHEDULE A
----------
NAME OF PURCHASER
-----------------
CBG Compagnie Bancaire Geneve
Ref.: Suma Silver Resources, L.P.
By: /s/ ▇. ▇▇▇▇
-----------
Name: ▇. ▇▇▇▇
Title: Mandataire Commercial
By: /s/ A. Touboul
--------------
Name: A. Touboul
Title: Directeur Adjoint
Mada Limited
By: /s/ M.D. Dekel Golan
--------------------
Name: Dekel Golan
9
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
ALTAMIRA MANAGEMENT LTD. Gee & Co., Account Number:▇▇▇▇▇▇▇▇▇ 59,300
AS AGENT FOR A/C# 176 c/o Canadian Imperial Bank of Commerce
▇.▇. ▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
WITH COPIES TO:
Altamira Management Ltd., as Agent for
Account Number 176
250 Bloor Street, East, Suite 300
Toronto, Ontario M4W 1E6
ALTAMIRA MANAGEMENT LTD. Gee & Co., Account Number:▇▇▇▇▇▇▇▇▇ 187,500
AS AGENT FOR A/C# 317 c/o Canadian Imperial Bank of Commerce
▇.▇. ▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
WITH COPIES TO:
Altamira Management Ltd., as Agent for
Account Number 317
250 Bloor Street, East, Suite 300
Toronto, Ontario M4W 1E6
ALTAMIRA MANAGEMENT LTD. Royal Trust Corporation of Canada, 97,500
AS AGENT FOR A/C# 124 Account
Number: 11588012
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
WITH COPIES TO:
Altamira Management Ltd., as Agent for
Account Number 124
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
ALTAMIRA MANAGEMENT LTD. ▇▇▇▇▇▇▇ & Co., Account Number 847115 93,200
AS AGENT FOR A/C# 106 c/o Citibank, N.A.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
WITH COPIES TO:
Altamira Management Ltd., as Agent for
Account Number 106
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
ANDURIL FUND LTD. Windermere House 148,774.1850
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
ANDURIL FUND LTD. Windermere House 62,500
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
ANDURIL IRREVOCABLE DEFERRED TRUST 1 Windermere House 35,816.0075
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, Bahamas
ANZ NOMINEES (GUERNSEY) LTD. ANZ Bank (Guernsey) Limited 137,753.8750
A/C# AAIZ ▇.▇. ▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ANZ NOMINEES (GUERNSEY) LTD. ANZ Bank (Guernsey) Limited 75,000
A/C# AAIQ ▇.▇. ▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ANZ NOMINEES (GUERNSEY) LTD. ANZ Bank (Guernsey) Limited 37,500
A/C# AAIJ ▇.▇. ▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
ARGONAUT CAPITAL MANAGEMENT ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ 62,500
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., #▇▇▇ 25,000
Washington D.C. 20015
▇▇▇▇▇ INVESTMENTS LTD. ▇▇▇▇▇ Investments Ltd., 240,000
A/C# 921-6001 Account Number: 921-6001
c/o Royal Trust Corporation of Canada
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
WITH COPIES TO:
C.A. ▇▇▇▇▇▇▇ Capital Management Ltd.,
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 25,000
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
CBG COMPAGNIE BANCAIRE GENEVE 20, Ave de Rumine 162,500
REF.: ANDURIL FUND LIMITED 1005 Lausanne Switzerland
CELTIC GROUP LTD. c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Company 31,250
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
WITH COPIES TO:
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CONSOLIDATED COMMODITIES, LTD. ▇▇▇▇ House 3,935,825
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
DAMEREL TRADING S.A. ABM AMRO Trust Company (Suisse) S.A. 187,500
▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ESQ., ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 27,550.7750
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ENTERPRISES, INC. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ELSZTAIN, ▇▇▇▇▇▇▇ ▇. Consultores Asset Management, S.A. 25,000
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇▇) ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
ETAB COMFORT ▇▇▇▇▇ ▇▇▇▇▇▇▇ 275,507.7500
▇▇▇▇▇▇▇▇▇▇ & Co.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇ 25,000
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Pequod Investments, L.P. 25,000
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 18,750
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
HEARTLAND SMALL CAP CONTRARIAN FUND ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 187,500
Milwaukee, Wisconsin
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
HUMBER INVESTMENTS LIMITED Suite 922C 250,000
Europort
Gibraltar
WITH COPIES TO:
Springfield Financial Advisory Limited
22/f, Hang ▇▇▇▇ ▇▇▇▇▇▇
▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
HUMBER INVESTMENTS LIMITED Suite 922C 137,753.8750
Europort
Gibraltar
WITH COPIES TO:
Springfield Financial Advisory Limited
22/f, Hang Lung Centre
▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
IMS GLOBAL INVESTMENTS X, LTD. IFS (Ireland) 125,000
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
INFINITY PROPERTIES LTD. B.V.I. Mossack ▇▇▇▇▇▇▇ & Co. (B.V.I.) Ltd. 517,954.5700
▇▇▇▇▇▇▇ Building
P.O. Box 3136
Road Twon, Tortola
British Virgin Islands
▇▇▇▇ ▇▇▇▇▇▇▇ CORP. S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 55,101.5500
Savyon 565-30 1
Israel
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
FRANKSTON INVESTMENT LIMITED c/o ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 25,000
Osprey House, ▇ ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
LITANI CAPITAL MANAGEMENT LDC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ LIMITED ▇▇▇▇▇▇ Building, P.O. Box 3186 25,000
Main Street
Road Town, Tortola
British Virgin Islands
WITH COPIES TO:
Dekel and ▇▇▇▇▇ ▇▇▇▇▇
c/o Mada Management & Holdings Ltd.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ GLOBAL INVESTMENTS, LTD. c/o Curacao International Trust 796,875
Company ▇.▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Antilles
▇▇▇▇, ▇▇▇ AND ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 115,207.37
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
NATBONY TRUST PARTNERSHIP ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
NEW YORK HOLDINGS LTD. c/▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ 27,550.7750
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ c/o Andean Silver Corporation LDC 25,000
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ 16 ▇▇▇▇. ▇▇▇▇ 3,339,153.9300
Tel-Aviv ▇▇▇▇▇
▇▇▇▇▇▇
REMINGTON INVESTMENTS STRATEGIES, L.P. 1251 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇,▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇,▇▇▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SILVER HOLDINGS LDC c/o Curacao Corporation Company ▇.▇. ▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Antilles
▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 6,250
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SUMA SILVER RESOURCES, L.P. c/o Paradigm Capital Management, Inc. 278,500
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 12,500
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SCHEDULE A
-----------------------------------------------------------------------------------------------------
NUMBER
NAME OF PURCHASER ADDRESS OF PURCHASER OF SHARES
---------------------------------------- ------------------------------------------ --------------
▇▇▇▇▇ INVESTMENTS LTD. c/o Royal Trust Corporation of Canada 510,000
A/C# 921-6008 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
WITH COPIES TO:
C.A. ▇▇▇▇▇▇▇ Capital Management Ltd.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ 251
UNITED MIZRAHI BANK ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ 27,550.7750
(SWITZERLAND) LTD. ▇▇▇▇ ▇▇▇▇▇▇
A/C# ▇▇-▇▇▇-▇▇▇▇▇ Switzerland
CBG COMPAGNIE BANCAIRE GENEVE 20, Ave de Rumine 375,000
REF.: ANDURIL FUND LTD. 1005 Lausanne
Switzerland
CBG COMPAGNIE BANCAIRE GENEVE 20, Ave de Rumine 125,000
REF.: SUMA SILVER RESOURCES, ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
WITH COPIES TO:
Paradigm Capital Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇ 8,333
Main Street
Road Town, Tortola
British Virgin Islands
WITH COPIES TO:
Dekel and ▇▇▇▇▇ ▇▇▇▇▇
c/o Mada Management & Holdings Ltd.
▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
