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Exhibit 4.10
AMENDED AND RESTATED ESCROW AGREEMENT
AMENDED AND RESTATED ESCROW AGREEMENT, dated as of the 18th day of
August, 1997, and effective as of the Effective Date, as defined herein,
amending and restating the Escrow Agreement dated as of November 27, 1997, by
and among American Stock Transfer & Trust Company, a New York corporation
(hereinafter referred to as the "Escrow Agent"), PIRANHA INTERACTIVE PUBLISHING,
INC., a Nevada corporation (the "Company"), and the stockholders of the Company
who have executed this agreement (hereinafter collectively called the
"Stockholders"), is entered into by and among the Escrow Agent, the Company and
the Stockholders.
WHEREAS, the Company contemplates a public offering ("Public
Offering") of Units ("Units"), each Unit consisting of one share of its Common
Stock, par value $.001 per share (the "Common Stock") and one redeemable Class A
Warrant (the "Class A Warrant") through X.X. Xxxxx Investment Banking Corp., as
underwriter (the "Underwriter") pursuant to a Registration Statement on Form
SB-2 filed with the Securities and Exchange Commission (the "Registration
Statement"); and
WHEREAS, the Stockholders have agreed to deposit in escrow an
aggregate of 1,225,000 shares of Common Stock, upon the terms and conditions set
forth herein.
In consideration of the mutual covenants and promises herein
contained, the parties hereto agree as follows:
1. The Stockholders and the Company hereby appoint American Stock
Transfer & Trust Company as Escrow Agent and agree that the Stockholders will,
prior to the Effective Date (as hereinafter defined) relating to the Public
Offering, deliver to the Escrow Agent to hold in accordance with the provisions
hereof, certificates representing an aggregate of 1,225,000 shares of Common
Stock owned of record by the Stockholders in the respective
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amounts set forth on Exhibit A hereto (the "Escrow Shares"), together with stock
powers executed in blank. The Escrow Agent, by its execution and delivery of
this Agreement hereby acknowledges receipt of the Escrow Shares and accepts its
appointment as Escrow Agent to hold the Escrow Shares in escrow, upon the terms,
provisions and conditions hereof.
2. This Agreement shall become effective upon the date on which the
Securities and Exchange Commission declares effective the Registration Statement
("Effective Date") and shall continue in effect until the earlier of (i) the
date specified in paragraph 4(e) hereof or (ii) the distribution by the Escrow
Agent of all of the Escrow Shares in accordance with the terms hereof (the
"Termination Date"). The period of time from the Effective Date until the
Termination Date is referred to herein as the "Escrow Period."
3. During the Escrow Period, the Escrow Agent shall receive all of
the money, securities, rights or property distributed in respect of the Escrow
Shares then held in escrow, including any such property distributed as dividends
or pursuant to any stock split, merger, recapitalization, dissolution, or total
or partial liquidation of the Company, such property to be held and distributed
as herein provided and hereinafter referred to collectively as the "Escrow
Property."
4. (a) The Escrow Shares are subject to release to the Stockholders
only in the event the conditions set forth herein are met. The Escrow Agent,
upon notice to such effect from the Company as provided in paragraph 5 hereof,
shall deliver the Escrow Shares, together with stock powers executed in blank,
and the Escrow Property deposited in escrow with respect to such Escrow Shares,
to the respective Stockholders, if, and only if, one of the following conditions
is met:
(i) 300,000 shares held in escrow shall be released therefrom if:
(A) the Company's net income before provision for income taxes and
exclusive of any extraordinary earnings (the "Minimum Pretax
Income")
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equals or exceeds $2,000,000 during the fiscal year ending on
December 31, 1998 or December 31, 1999; or
(B) the Minimum Pretax Income equals or exceeds $3,000,000 during
the fiscal year ending on December 31, 2000; or
(C) the Minimum Pretax Income equals or exceeds $4,000,000 during
the fiscal year ending December 31, 2001; or
(D) commencing at the Effective Date and ending 18 months after
the Effective Date, the Closing Price (as defined herein) of
the Company's Common Stock shall average in excess of $11.50
per share (subject to adjustment in the event of any stock
splits, reverse stock splits or other similar events) for 30
consecutive business days; or
(E) commencing 18 months after the Effective Date and ending 36
months after the Effective Date, the Closing Price of the
Company's Common Stock shall average in excess of $15.00 per
share (subject to adjustment in the event of any stock splits,
reverse stock splits or other similar events) for 30
consecutive business days; or
(F) the Company is acquired by or merged with or into another
entity during either of the periods referred to above in this
Section 4(a)(i) and as a result thereof the holders of shares
of Common Stock not then subject to escrow (after giving
consideration to the release from escrow of such 300,000
shares and subject to adjustment in the event of any stock
splits, reverse
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stock splits or other similar events) receive per share
consideration equal or greater than (i) $11.50 per share
during the 18-month period commencing on the Effective Date;
or (ii) $15.00 per share during the 18- month period
commencing 18 months from the Effective Date.
(ii) An additional 525,000 shares held in escrow shall be released
therefrom if:
(A) the Minimum Pretax Income equals or exceeds $3,300,000 prior
to or during the fiscal year ending on December 31, 1998 or
1999; or
(B) the Minimum Pretax Income equals or exceeds $4,400,000 during
the fiscal year ending on December 31, 2000; or
(C) the Minimum Pretax Income equals or exceeds $5,500,000 during
the fiscal year ending on December 31, 2001; or
(D) commencing at the Effective Date and ending 18 months after
the Effective Date, the Closing Price of the Company's Common
Stock shall average in excess of $12.50 per share (subject to
adjustment in the event of any stock splits, reverse stock
splits or other similar events) for 20 consecutive business
days; or
(E) commencing 18 months from the Effective Date and ending 36
months after the Effective Date, the Closing Price of the
Company's Common Stock shall average in excess of $16.50 per
share (subject to adjustment in the event of any stock splits,
reverse stock splits or other similar events) for 20
consecutive business days; or
(F) the Company is acquired by or merged with or into another
entity during
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either of the periods referred to above in this Section
4(a)(ii) and as a result thereof the holders of shares of
Common Stock not then subject to escrow (after giving
consideration to the release from escrow of such 525,000
shares (plus the 300,000 shares set forth in Section 4(a)(i),
if not previously released) and subject to adjustment in the
event of any stock splits, reverse stock splits or other
similar events) receive per share consideration equal or
greater than (i) $12.50 per share during the 18- month period
commencing on the Effective Date; or (ii) $16.50 per share
during the 18-month period commencing 18 months from the
Effective Date.
(iii) The remaining 400,000 shares held in escrow shall be released
therefrom if:
(A) the Minimum Pretax Income equals at least $3,800,000 during
the fiscal year ending on December 31, 1998 or 1999; or
(B) the Minimum Pretax Income equals at least $5,100,000 during
the fiscal year ending on December 31, 2000; or
(C) the Minimum Pretax Income equals at least $6,400,000 during
the fiscal year ending December 31, 2001; or
(D) commencing at the Effective Date and ending 18 months after
the Effective Date, the Closing Price of the Company's Common
Stock shall average in excess of $12.50 per share (subject to
adjustment in the event of any stock splits, reverse stock
splits or other similar events) for 20
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consecutive business days; or
(E) commencing 18 months from the Effective Date and ending 36
months after the Effective Date, the Closing Price shall
average in excess of $16.50 per share (subject to adjustment
in the event of any stock splits, reverse stock splits or
other similar events) for 20 consecutive business days; or
(F) the Company is acquired by or merged with or into another
entity during either of the periods referred to above in this
Section 4(a)(iii) and as a result thereof the holders of
shares of Common Stock not then subject to escrow (after
giving consideration to the release from escrow of such
400,000 shares, (and the 825,000 shares set forth above in
Sections 4(a) and 4(a)(ii), if not previously released) and
subject to adjustment in the event of any stock splits,
reverse stock splits or other similar events) receive per
share consideration equal to or greater than (i) $12.50 per
share during the 18-month period commencing on the Effective
Date; or (ii) $16.50 per share during the 18-month period
commencing 18 months from the Effective Date.
The Minimum Pretax Income amounts set forth in (i), (ii) and (iii)
above, assume the release of all of the Escrow Shares and the conversion into
Common Stock of any outstanding securities which are convertible into Common
Stock solely upon surrender of such convertible securities without the payment
of any additional consideration, but shall be increased proportionally to
reflect the issuance of any other additional shares, including any shares that
may be issued upon the exercise of the Class A Warrants, or any other options or
warrants presently outstanding or hereafter granted by the Company. The Minimum
Pretax Income shall be calculated exclusive of any extraordinary earnings or
charges, including,
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but not limited to, any charge to income resulting from the release of the
Escrow Shares. On March 31, 2002, all shares still held in escrow will be
forfeited, which shares will then be placed in the Company's treasury for
cancellation thereof as a contribution to capital.
(iv)
(A)In the event the Company is acquired by or merged with or into
another entity, during the periods referred to in Section
4(a)(i)(F), 4(a)(ii)(F) and 4(a)(iii)(F) above and the
proceeds that would be available to the shares of Common Stock
before the release exceed the per share price set forth in
Section 4(a)(i)(F), 4(a)(ii)(F) or 4(a)(iii)(F), but are
insufficient to permit the holders to receive such per share
price if all of the shares then eligible for release from
escrow were released, then there shall be released from escrow
such number of the Escrow shares, if any, as shall be equal to
(x) [(i) the proceeds available for distribution minus (ii)
(the number of shares of Common Stock outstanding (exclusive
of the Escrow Shares) multiplied by the applicable per share
price) divided by (y))] the applicable per share price. For
purposes of this Section 4 (iv)(A), the applicable per share
price shall be the price listed in Section 4 (a)(i)(F) until
all of the shares held in escrow pursuant to the terms of
Section 4(a)(i) have been released from escrow and then the
applicable per share price shall be the price set forth in
Section 4(a)(ii)(F).
(B) In the event the Company is acquired by or merged with or into
another entity,
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if the proceeds are sufficient to pay the then non-escrowed Common
Stock and the then Escrowed Common Stock eligible for release under
Section 4(a)(i)(F), 4(a)(ii)(F) and/or 4(a)(iii)(F), the full amount
set forth in Sections 4(a)(i)(F), 4(a)(ii)(F) and/or 4(a)(iii)(F)
above, then all of the shares eligible for release from escrow under
Section 4(a)(i)(F), 4(a)(ii)(F) and/or 4(a)(iii)(F) shall be
released from escrow. For the purposes of this Section 4(iv)(B), the
proceeds shall first be applied at the price listed in Section
4(a)(i)(F) to the shares of the Common Stock held in escrow pursuant
to the terms of Section 4(a)(i) and shall then be applied at the
price listed in Section 4(a)(ii)(F) to the shares of Common Stock
held in escrow pursuant to the terms of Section 4(a)(ii) and
4(a)(iii).
(C) In the event the Company is acquired by or merged with another
entity, all of the Escrow Shares not released under this Section
4(a)(iv) and the related Escrowed Property shall be forfeited and
shall be delivered by the Escrow Agent to the Company.
(b) As used in this Section 4, the term "Closing Price" shall be subject
to adjustments in the event of any stock dividend, stock distribution, stock
split or other similar event after the Effective Date and shall mean:
(i) If the principal market for the Common Stock is a national
securities exchange or the Nasdaq National Market, the closing
sales price of the Common Stock as reported by such exchange
or market, or on a consolidated tape reflecting transactions
on such exchange or market; or
(ii) if the principal market for the Common Stock is not a national
securities exchange or the Nasdaq National Market and the
Common Stock is quoted on the Nasdaq SmallCap Market, the
closing bid price of the Common Stock as quoted on the Nasdaq
SmallCap Market; or
(iii) if the principal market for the Common Stock is not a national
securities exchange or the Nasdaq National Market and the
Common Stock is not
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quoted on the Nasdaq SmallCap Market, the closing bid for the
Common Stock as reported by the National Quotation Bureau,
Inc. ("NQB") or at least two market makers in the Common Stock
if quotations are not available from NQB but are available
from market makers.
(c) The determination of Minimum Pretax Income shall be determined by the
Company's independent public accountants in accordance with U.S. generally
accepted accounting principles provided that such determination is calculated
exclusive of any extraordinary earnings or charges (including any charges
incurred by the Company in connection with the release from escrow of the Escrow
Shares and any Escrow Property in respect thereof pursuant to the provisions of
this paragraph 4).
(d) In the event of any issuance (such issuance being herein called a
"Change of Shares") of additional shares of Common Stock (or securities
convertible into or exchangeable for Common Stock without the payment of
additional consideration, referred to as "Convertible Securities") after the
Effective Date then each of the Minimum Pretax Income amounts set forth in
subparagraph (a) above shall be increased to an amount (the "Adjusted Minimum
Pretax Income") calculated in accordance with the formula set forth in
subparagraphs (i) and (ii) below:
(i) For purposes of the foregoing paragraph, a Change of Shares
shall exclude shares of Common Stock sold in the Public
Offering or Common Stock or Convertible Securities issued in
connection with a stock split or stock dividend or
distribution but shall include any shares of Common Stock or
Convertible Securities that are issued upon the exercise of
the Class A Warrants or any other options or warrants
outstanding as of the Effective Date or granted after the
Effective Date by the Company (excluding a number of shares
issued upon the exercise of options granted under the
Company's 1996 Stock Option Plan which issued, in the
aggregate, do not exceed 10% of the then outstanding shares of
Common Stock, including Escrow Shares), and
(ii) the Adjusted Minimum Pretax Income shall be calculated by
multiplying the applicable Minimum Pretax Income amount prior
to the Change of Shares by a fraction, the numerator of which
shall be the weighted average number of shares of Common Stock
outstanding during the fiscal year for
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which the determination is being made (including the Escrow
Shares and any shares of Common Stock issuable upon conversion
of any Convertible Securities, but excluding treasury stock),
and the denominator of which shall be the sum of (x) the
number of shares of Common Stock outstanding on the Effective
Date (including the Escrow Shares and any shares of Common
Stock issuable upon conversion of Convertible Securities
outstanding immediately prior to the Effective Date), plus (y)
the number of shares of Common Stock sold by the Company
pursuant to the Prospectus included in the Registration
Statement, after adjustment for any stock dividends, stock
splits or similar events. The Minimum Pretax Income shall be
adjusted (but not decreased) successively whenever such a
Change of Shares occurs.
(e) If the Escrow Agent has not received the notice provided for in
Paragraph 5 hereof on or prior to 5:00 pm eastern standard time on March 31,
2002, the Escrow Agent shall deliver the certificates representing all or the
remaining Escrow Shares, together with stock powers executed in blank, and any
related Escrow Property to the Company to be placed in the Company's treasury
for cancellation thereof as a contribution to capital. After such date, the
Stockholders shall have no further rights as a stockholder of the Company with
respect to any of the cancelled Escrow Shares.
5. Upon the occurrence or satisfaction of any of the events or
conditions specified in Paragraph 4 hereof, the Company shall promptly give
appropriate notice to the Escrow Agent, the Underwriter (and if the transfer
agent of the Company's Common Stock is different from the Escrow Agent, such
transfer agent) and present such documentation as is reasonably required by the
Escrow Agent to evidence the satisfaction of such conditions.
6. It is understood and agreed by the parties to this Agreement as
follows:
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(a) The Escrow Agent is not and shall not be deemed to be a
trustee for any party for any purpose and is merely acting as a depository and
in a ministerial capacity hereunder with the limited duties herein prescribed.
(b) The Escrow Agent does not have and shall not be deemed to
have any responsibility in respect of any instruction, certificate or notice
delivered to it or of the Escrow Shares or any related Escrow Property other
than faithfully to carry out the obligations undertaken in this Agreement and to
follow the directions in such instruction or notice provided in accordance with
the terms hereof.
(c) The Escrow Agent is not and shall not be deemed to be
liable for any action taken or omitted by it in good faith and may rely upon,
and act in accordance with, the advice of its counsel without liability on its
part for any action taken or omitted in accordance with such advice. In any
event, its liability hereunder shall be limited to liability for gross
negligence, willful misconduct or bad faith on its part.
(d) The Escrow Agent may conclusively rely upon and act in
accordance with any certificate, instruction, notice, letter, telegram,
cablegram or other written instrument believed by it to be genuine and to have
been signed by the proper party or parties.
(e) The Company agrees (i) to pay the Escrow Agent's
reasonable fees and to reimburse it for its reasonable expenses including
attorney's fees incurred in connection with duties hereunder and (ii) to save
harmless, indemnify and defend the Escrow Agent for, from and against any loss,
damage, liability, judgment, cost and expense whatsoever, including counsel
fees, suffered or incurred by it by reason of, or on account of, any
misrepresentation made to it or its status or activities as Escrow Agent under
this Agreement except for any loss, damage, liability, judgment, cost or expense
resulting from gross negligence, willful misconduct or bad faith on the part of
the Escrow Agent. The obligation of the Escrow Agent to deliver the Escrow
Shares to either the Stockholders or the Company shall be subject to the prior
satisfaction upon demand from the Escrow Agent, of the Company's obligations to
so save harmless,
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indemnify and defend the Escrow Agent and to reimburse the Escrow Agent or
otherwise pay its fees and expenses hereunder.
(f) The Escrow Agent shall not be required to defend any legal
proceeding which may be instituted against it in respect of the subject matter
of this Agreement unless requested to do so by the Stockholders or the Company
and indemnified to the Escrow Agent's satisfaction against the cost and expense
of such defense by the party requesting such defense. If any such legal
proceeding is instituted against it, the Escrow Agent agrees promptly to given
notice of such proceeding to the Stockholders and the Company. The Escrow Agent
shall not be required to institute legal proceedings of any kind.
(g) The Escrow Agent shall not, by act, delay, omission or
otherwise, be deemed to have waived any right or remedy it may have either under
this Agreement or generally, unless such waiver be in writing, and no waiver
shall be valid unless it is in writing, signed by the Escrow Agent, and only to
the extent expressly therein set forth. A waiver by the Escrow Agent under the
term of this Agreement shall not be construed as a bar to, or waiver of, the
same or any other such right or remedy which it would otherwise have on any
other occasion.
(h) The Escrow Agent may resign as such hereunder by giving 30
days written notice thereof to the Stockholders and the Company. Within 20 days
after receipt of such notice, the Stockholders and the Company shall furnish to
the Escrow Agent written instructions for the release of the Escrow Shares and
any related Escrow Property (if such shares and property, if any, have not yet
been released pursuant to Paragraph 4 hereof) to a substitute Escrow Agent which
(whether designated by written instructions from the Stockholders and the
Company jointly or in the absence thereof by instructions from a court of
competent jurisdiction to the Escrow Agent) shall be a bank or trust company
organized and doing business under the laws of the United States or any state
thereof. Such substitute Escrow Agent shall thereafter hold any Escrow Shares
and any related Escrow Property received by it pursuant to the terms of this
Agreement and otherwise act hereunder as if it were the Escrow Agent originally
named herein.
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The Escrow Agent's duties and responsibilities hereunder shall terminate upon
the release of all shares then held in escrow according to such written
instruction or upon such delivery as herein provided. This Agreement shall not
otherwise be assignable by the Escrow Agent without the prior written consent of
the Company.
7. The Stockholders shall have the sole power to vote the Escrow
Shares and any securities deposited in escrow under this Agreement while they
are being held pursuant to this Agreement.
8. (a) Each of the Stockholders agrees that during the term of this
Agreement he will not sell, transfer, hypothecate, negotiate, pledge, assign,
encumber or otherwise dispose of any or all of the Escrow Shares set forth
opposite his name on Exhibit A hereto, unless and until the Company shall have
given the notice as provided in Paragraph 5. This restriction shall not be
applicable to transfers upon death, by operation of law, to family members of
the Stockholders or to any trust for the benefit of the Stockholders, provided
that such transferees agree to be bound by the provisions of this Agreement.
(b) The Stockholders will take any action necessary or
appropriate, including the execution of any further documents or agreements, in
order to effectuate the transfer of the Escrow Shares to the Company if required
pursuant to the provisions of this Agreement.
9. Each of the certificates representing the Escrow Shares will bear
legends to the following effect, as well as any other legends required by
applicable law:
(a) "The sale, transfer, hypothecation, negotiation, pledge,
assignment, encumbrance or other disposition of the shares
evidenced by this certificate are restricted by and are
subject to all of the terms, conditions and provisions of a
certain Amended and Restated Escrow Agreement entered into
among American Stock Transfer & Trust Company, Piranha
Interactive Publishing, Inc. and its Stockholders, dated as of
August 18, 1997, a copy of which may be obtained from Piranha
Interactive Publishing, Inc. No transfer, sale or other
disposition of these shares may be made unless specific
conditions of such agreement are satisfied.
(b) "The shares evidenced by this certificate have not been
registered under
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the Securities Act of 1933, as amended. No transfer, sale or
other disposition of these shares may be made unless a
registration statement with respect to these shares has become
effective under said act, or the Company is furnished with an
opinion of counsel satisfactory in form and substance to it
that such registration is not required."
Upon execution of this Agreement, the Company shall direct the
transfer agent for the Company to place stop transfer orders with respect to the
Escrow Shares and to maintain such orders in effect until the transfer agent and
the Underwriter shall have received written notice from the Company as provided
in Paragraph 5.
10. Each notice, instruction or other certificate required or
permitted by the terms hereof shall be in writing and shall be communicated by
personal delivery, fax or registered or certified mail, return receipt
requested, to the parties hereto at the addresses set forth below, or at such
other address as any of them may designate by notice to each of the others:
(i) If to the Company, to:
Piranha Interactive Publishing, Inc.
0000 Xxxx Xxxxx, Xxxxx X
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx,
Chairman of the Board and President
(ii) If to the Stockholders to their respective addresses as set
forth on Exhibit A hereto.
(iii) If to the Escrow Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(iv) If to the Underwriter, to:
X.X. Xxxxx Investment Banking Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Att: Xxxxxx X. Xxxx, Esq.
Fax: 000-000-0000
All notices, instructions or certificates given hereunder to the Escrow Agent
shall be effective
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upon receipt by the Escrow Agent. All notices given hereunder by the Escrow
Agent shall be effective and deemed received upon personal delivery or
transmission by fax or, if mailed, five (5) calendar days after mailing by the
Escrow Agent.
A copy of all communications sent to the Company, the Stockholders
or the Escrow Agent shall be sent by ordinary mail to Squire, Xxxxxxx & Xxxxxxx,
L.L.P. 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention:
Xxxxx X. Xxxxx, Esq. A copy of all communications sent to the Underwriter shall
be sent by ordinary mail to Bachner, Tally, Xxxxxxx & Xxxxxx LLP, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx X. Xxxxxx, Esq.
11. Except as set forth in paragraph 12 hereof, this Agreement may
not be modified, altered or amended in any material respect or cancelled or
terminated except with the prior consent of the holders of all of the
outstanding shares of Common Stock of the Company.
12. In the event that the Public Offering is not consummated within
twenty-five (25) days of the Effective Date of the Registration Statement, this
Agreement shall terminate and be of no further force and effect and the Escrow
Agent, upon written notice from both the Company and the Underwriter in
accordance with paragraph 10 hereof of such termination, will return the Escrow
Shares and any Escrow Property in respect thereof to the Stockholders.
13. This Agreement shall be governed by and construed in accordance
with the laws of New York and shall be binding upon and inure to the benefit of
all parties hereto and their respective successors in interest and assigns.
14. This Agreement may be executed in several counterparts, which
taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers on the day and year first above
written.
PIRANHA INTERACTIVE PUBLISHING, INC.
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By: ______________________
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: ______________________
STOCKHOLDERS:
___________________
Xxxxxxx X. Xxxxxxx
___________________
Xxxxx X. Xxxxxxxxx
___________________
J.Xxxx Xxxxxxxxx, XX
___________________
Xxxxxxx X. Xxxxxxx
___________________
Xxxxx X. Xxxxxxx
___________________
Xxxxxx X. Xxxxx
___________________
Xxxxxx Xxxxx
By: Xxxxxxx X. Xxxxxxx as
Attorney-in-Fact
___________________
Xxxxx Xxxxxxx
XXXXXX XXXXXX MEMORIAL TRUST,
DATED NOV. 26, 1996
By:___________________
Xxxxx X. Xxxxxxxxx as
Trustee
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STOCKHOLDERS' LIST
Name and Address Stock
of Stockholder (1) Certificate No. Number of Escrow Shares
-------------------- --------------- -----------------------
Xxxxxxx X. Xxxxxxx 337,347
Xxxxx X. Xxxxxxxxx, Individually 117,461
Xxxxx X. Xxxxxxxxx, as Trustee
of Xxxxxx Xxxxxx Memorial Trust,
dtd. Nov. 26, 1996 117,461
J. Xxxx Xxxxxxxxx, XX 234,921
Xxxxxxx X. Xxxxxxx 132,495
Xxxxx X. Xxxxxxx 132,495
Xxxxxx X. Xxxxx 66,247
Xxxxx Xxxxxxx 26,546
Xxxxxx Xxxxx 60,027
Xxxxx Xxxxxxx 26,546
Xxxxxx Xxxxx 60,027
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