SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, dated as of the 9th day of February,
2001, is by and among Olympic Entertainment Group, Inc., a Nevada corporation
(the "Company"); Xxxxxxx Xxxxxxx (the "Shareholder"), EXAM USA, Inc., a
corporation organized under the laws of Delaware ("EXAM"); and shareholders of
EXAM listed in Schedule I of this Share Exchange Agreement (the "Sellers").
W I T N E S S E T H:
WHEREAS, the Sellers own 100% of the shares of common stock of EXAM, in
the denominations as set forth opposite their respective names on Schedule I to
this Agreement which shares constitute all of the issued and outstanding shares
of capital stock of EXAM (the "EXAM Shares").
WHEREAS, the Company desires to acquire from the Sellers, and the
Sellers desire to sell to the Company, all of the EXAM Shares in exchange for
the issuance by the Company of an aggregate of 18,000,000 post reverse split
shares (the "Company Shares") of the Company's common stock, par value $0.01 per
share (the "Company Common Stock"), on the terms and conditions set forth below;
WHEREAS, the Shareholder of the Company will benefit from the
transactions contemplated herein,
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
EXCHANGE OF SHARES
1.1 Exchange of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date (as hereinafter defined):
(a) the Company shall issue and deliver to each of the Sellers
the number of authorized but unissued shares of Company Common Stock set forth
opposite such Seller's name set forth on Schedule I hereto, and
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(b) each Seller agrees to deliver to the Company, the number
of authorized but unissued shares of Common Stock, par value $0.0001 per share,
of EXAM set forth opposite such Seller's name on Schedule I hereto along with an
appropriately executed stock power endorsed in favor of the Company; and
(c) the Company currently has 3,000,782 shares of its $0.01
par value common stock issued and outstanding. The parties hereto further
anticipate a one for two and fifty million sixty-five thousand one hundred
sixty-seven one hundred millionths (1 for 2.50065167) reverse split on the
Company's common stock thereby resulting in 1,200,000 shares issued and
outstanding. After giving effect to the exchange of shares herein, the Company
shall have 20,000,000 post reverse split common stock shares issued and
outstanding.
1.2 Time and Place of Closing. The closing of the transactions
contemplated hereby (the "Closing") shall take place at the offices of the
Company on April 22, 2004 (the "Closing Date") at 10:00 a.m., or at such other
place as the Company and the Sellers may agree.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE SHAREHOLDER
The Company and the Shareholder represent and warrant, jointly and
severally to each of the Sellers that now and as of the Closing:
2.1 Due Organization and Qualification; Subsidiaries; Due
Authorization.
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(a) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of formation,
with full corporate power and authority to own, lease and operate its
respective business and properties and to carry on its respective
business in the places and in the manner as presently conducted or
proposed to be conducted. The Company is in good standing as a foreign
corporation in each jurisdiction in which the properties owned, leased
or operated, or the business conducted, by it requires such
qualification except for any such failure, which when taken together
with all other failures, is not likely to have a material adverse
effect on the business of the Company and its Subsidiaries taken as a
whole.
(b) The Company does not own, directly or indirectly, any capital
stock, equity or interest in any corporation, firm, partnership, joint
venture or other entity.
(c) The Company has all requisite corporate power and authority to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby and thereby. The Company has taken all corporate
action necessary for the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, and this
Agreement constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its respective
terms, except as may be affected by bankruptcy, insolvency, moratoria
or other similar laws affecting the enforcement of creditors' rights
generally and subject to the qualification that the availability of
equitable remedies is subject to the discretion of the court before
which any proceeding therefore may be brought.
2.2 No Conflicts or Defaults. The execution and delivery of this
Agreement by the Company and the consummation of the transactions contemplated
hereby do not and shall not (a) contravene the Certificate of Incorporation or
By-laws of the Company or (b) with or without the giving of notice or the
passage of time (i) violate, conflict with, or result in a breach of, or a
default or loss of rights under, any material covenant, agreement, mortgage,
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indenture, lease, instrument, permit or license to which the Company is a party
or by which the Company is bound, or any judgment, order or decree, or any law,
rule or regulation to which the Company is subject, (ii) result in the creation
of, or give any party the right to create, any lien, charge, encumbrance or any
other right or adverse interest ("Liens") upon any of the assets of the Company,
(iii) terminate or give any party the right to terminate, amend, abandon or
refuse to perform, any material agreement, arrangement or commitment to which
the Company is a party or by which the Company's assets are bound, or (iv)
accelerate or modify, or give any party the right to accelerate or modify, the
time within which, or the terms under which, the Company is to perform any
duties or obligations or receive any rights or benefits under any material
agreement, arrangement or commitment to which it is a party.
2.3 Capitalization. The authorized capital stock of the Company
immediately prior to giving effect to the transactions contemplated hereby
consists of one hundred million (100,000,000) shares of Common Stock of which
3,000,782 shares of $0.01 par value Common Stock are issued and outstanding as
of the date hereof and 5,000,000 shares of $0.01 par value Preferred Stock
authorized of which 98,000 are issued or outstanding. All of the outstanding
shares of Common Stock are, and the Company Shares when issued in accordance
with the terms hereof, will be, duly authorized, validly issued, fully paid and
nonassessable, and have not been or, with respect to the Company Shares, will
not be issued in violation of any preemptive right of stockholders. The Company
Shares are not subject to any preemptive or subscription right, any voting trust
agreement or other contract, agreement, arrangement, option, warrant, call,
commitment or other right of any character obligating or entitling the Company
to issue, sell, redeem or repurchase any of its securities, and there is no
outstanding security of any kind convertible into or exchangeable for Common
Stock. The Company has not granted registration rights to any person.
2.4 Financial Statements. Exhibit 2.4 to the Disclosure Schedule
contains copies of the consolidated balance sheets of the Company at December
31, 2002, September 30, 2003 and the related statements of operations,
stockholders' equity and cash flows for the fiscal years then ended, including
the notes thereto, as audited by Xxxxx X. Xxxxxxxxx, certified public
accountants (all such statements being the "Company Financial Statements").
Exhibit 2.4 to the Disclosure Schedule also contains copies of the consolidated
balance sheets of the Company at September 30, 2003, and the related statements
of operations, stockholders' equity and cash flows for the six month period then
ended prepared by the Company's management. The Financial Statements, together
with the notes thereto, have been prepared in accordance with U.S. generally
accepted accounting principles applied on a basis consistent throughout all
periods presented, subject to audit adjustments, which are not expected to be
material. Such statements present fairly the financial position of the Company
as of the dates and for the periods indicated. The books of account and other
financial records of the Company have been maintained in accordance with good
business practices.
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2.5 Further Financial Matters. Except for Exhibit 2.5 of the Disclosure
Schedule, the Company does not have any liabilities or obligations, whether
secured or unsecured, accrued, determined, absolute or contingent, asserted or
unasserted or otherwise, which are required to be reflected or reserved in a
balance sheet or the notes thereto under generally accepted accounting
principles, but which are not reflected in the Financial Statements.
2.6 Taxes. The Company has filed all United States federal, state,
county, local and foreign national, provincial and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income, withholding, franchise, payroll, excise, property, sales, use,
value-added or other taxes or levies, imposts, duties, license and registration
fees, charges, assessments or withholdings of any nature whatsoever (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have become due pursuant to such returns or reports or pursuant to any
assessment which has become payable, or, to the extent its liability for any
Taxes (and any related penalties, fines and interest) has not been fully
discharged, the same have been properly reflected as a liability on the books
and records of the Company and adequate reserves therefore have been
established. All such returns and reports filed on or prior to the date hereof
have been properly prepared and are true, correct (and to the extent such
returns reflect judgments made by the Company, as the case may be, such
judgments were reasonable under the circumstances) and complete in all material
respects. No tax return or tax return liability of the Company has been audited
or, presently under audit. The Company has not given or been requested to give
waivers of any statute of limitations relating to the payment of any Taxes (or
any related penalties, fines and interest). Except for item 2.6 of the
Disclosure Schedule, there are no claims pending or, to the knowledge of the
Company, threatened, against the Company for past due Taxes. All payments for
withholding taxes, unemployment insurance and other amounts required to be paid
for periods prior to the date hereof to any governmental authority in respect of
employment obligations of the Company, including, without limitation, amounts
payable pursuant to the Federal Insurance Contributions Act, have been paid or
shall be paid prior to the Closing and have been duly provided for on the books
and records of the Company and in the Financial Statements.
2.7 Indebtedness; Contracts; No Defaults.
(a) Item 2.7 of the Disclosure Schedule sets forth a true, complete and
correct list of all material instruments, agreements, indentures,
mortgages, guarantees, notes, commitments, accommodations, letters of
credit or other arrangements or understandings, whether written or
oral, to which the Company or any Subsidiary is a party (collectively,
the "Operating Agreements").
(b) Except as disclosed in Item 2.7 of the Disclosure Schedule, neither
the Company, any Subsidiary, nor, to the Company's knowledge, any other
person or entity is in breach in any material respect of, or in default
in any material respect under, any material contract, agreement,
arrangement, commitment or plan to which the Company is a party, and no
event or action has occurred, is pending or is threatened, which, after
the giving of notice, passage of time or otherwise, would constitute or
result in such a material breach or material default by the Company or,
to the knowledge of the Company, any other person or entity. The
Company has not received any notice of default under any contract,
agreement, arrangement, commitment or plan to which it is a party,
which default has not been cured to the satisfaction of, or duly waived
by, the party claiming such default on or before the date hereof.
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2.8 Personal Property. The Company has good and marketable title to all
of its tangible personal property and assets, including, without limitation, all
of the assets reflected in the Financial Statements that have not been disposed
of in the ordinary course of business and such property is free and clear of all
Liens or mortgages.
2.9 Real Property. Item 2.9 of the Disclosure Schedule sets forth a
true and complete list of all real property owned by, or leased or subleased by
or to, the Company.
2.10 Compliance with Law. The Company is not conducting its respective
business or affairs in violation of any applicable federal, state or local law,
ordinance, rule, regulation, court or administrative order, decree or process,
or any requirement of insurance carriers. The Company has not received any
notice of violation or claimed violation of any such law, ordinance, rule,
regulation, order, decree, process or requirement.
(b) The Company is in compliance with all applicable federal, state,
local and foreign laws and regulations relating to the protection of
the environment and human health. There are no claims, notices,
actions, suits, hearings, investigations, inquiries or proceedings
pending or, to the knowledge of the Company, threatened against the
Company that are based on or related to any environmental matters or
the failure to have any required environmental permits, and there are
no past or present conditions that the Company has reason to believe
are likely to give rise to any material liability or other obligations
of the Company or any Subsidiary under any environmental laws.
2.11 Permits and Licenses. The Company has all certificates of
occupancy, rights, permits, certificates, licenses, franchises, approvals and
other authorizations as are reasonably necessary to conduct its respective
business and to own, lease, use, operate and occupy its assets, at the places
and in the manner now conducted and operated, except those the absence of which
would not materially adversely affect its respective business. The Company has
not received any written or oral notice or claim pertaining to the failure to
obtain any material permit, certificate, license, approval or other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would materially and adversely affect its
business.
2.12 Ordinary Course. The Company has conducted its business,
maintained its real property and equipment and kept its books of account,
records and files, substantially in the same manner as previously conducted,
maintained or kept and solely in the ordinary course.
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2.13 No Adverse Changes. There have not been (a) any material adverse
change in the business, prospects, the financial or other condition, or the
respective assets or liabilities of the Company as reflected in the Financial
Statements, (b) any material loss sustained by the Company, including, but not
limited to any loss on account of theft, fire, flood, explosion, accident or
other calamity, whether or not insured, which has materially and adversely
interfered, or may materially and adversely interfere, with the operation of the
Company's business, or (c) to the best knowledge of the Company, any event,
condition or state of facts, including, without limitation, the enactment,
adoption or promulgation of any law, rule or regulation, the occurrence of which
materially and adversely does or would affect the results of operations or the
business or financial condition of the Company.
2.14 Litigation. There is no claim, dispute, action, suit, proceeding
or investigation pending or, to the knowledge of the Company, threatened,
against or affecting the business of the Company, or challenging the validity or
propriety of the transactions contemplated by this Agreement, at law or in
equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Company, has any such claim, dispute, action, suit, proceeding
or investigation been pending or threatened, during the 12 month period
preceding the date hereof; (b) there is no outstanding judgment, order, writ,
ruling, injunction, stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality, against or materially affecting the business of the Company
; and (c) the Company has not received any written or verbal inquiry from any
federal, state, local, foreign or other governmental authority, board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.
2.15 Insurance. The Company does not currently maintain any form
of insurance.
2.16 Certificate of Incorporation and By-laws; Minute Books. The copies
of the Certificate of Incorporation and By-laws (or similar governing documents)
of the Company, and all amendments to each are true, correct and complete. The
minute books of the Company contains true and complete records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees thereof), or similar governing bodies, since the time of their
respective organization. The stock books of the Company are true, correct and
complete.
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2.17 Employee Benefit Plans. The Company does not maintain, nor has the
Company maintained in the past, any employee benefit plans ("as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or any plans, programs, policies, practices, arrangements or
contracts (whether group or individual) providing for payments, benefits or
reimbursements to employees of the Company, former employees, their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
the Company, any entity required to be aggregated in a controlled group or
affiliated service group with the Company for purposes of ERISA or the Internal
Revenue Code of 1986 (the "Code") (including, without limitation, under Section
414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA, at any relevant
time ("Benefit Plans").
2.18 Patents; Trademarks and Intellectual Property Rights. The Company
does not own or possesses any patents, trademarks, service marks, trade names,
copyrights, trade secrets, licenses, information, Internet web site(s) or
proprietary rights of any nature.
2.19 Affiliate Transactions. Except as disclosed in Item 2.20 of the
Disclosure Schedule neither the Company nor any officer, director or employee of
the Company (or any of the relatives or Affiliates of any of the aforementioned
Persons) is a party to any agreement, contract, commitment or transaction with
the Company or affecting the business of the Company, or has any interest in any
property, whether real, personal or mixed, or tangible or intangible, used in or
necessary to the Company which will subject the Sellers to any liability or
obligation from and after the Closing Date.
2.20 Trading. The Company Common Stock is currently listed for trading
on the OTC Bulletin Board, and the Company has received no notice that its
Common Stock is subject to being delisted therefrom.
2.21. Compliance. The Company and its Shareholder, have complied with
all applicable foreign, federal and state laws, rules and regulations,
including, without limitation, the requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and the Securities Act and is current
in its filings.
2.22. Filings. None of the filings made by the Company under the
Securities Act or the Exchange Act make any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE SELLERS
Each of the Sellers represents and warrants, jointly and severally to
the Company that now and as of the Closing:
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3.1 Due Organization and Qualification; Subsidiaries; Due
Authorization.
(a) EXAM and each Subsidiary of EXAM, if applicable, is a corporation
duly incorporated, validly existing and in good standing under the laws
of its jurisdiction of formation, with full corporate power and
authority to own, lease and operate its respective business and
properties and to carry on its respective business in the places and in
the manner as presently conducted or proposed to be conducted. EXAM and
each Subsidiary is in good standing as a foreign corporation in each
jurisdiction in which the properties owned, leased or operated, or the
business conducted, by it requires such qualification except for any
such failure, which when taken together with all other failures, is not
likely to have a material adverse effect on the business of EXAM and
its Subsidiaries taken as a whole.
(b) EXAM does not own, directly or indirectly, any capital stock,
equity or interest in any corporation, firm, partnership, joint venture
or other entity, other than those (each, a "Subsidiary" and together,
the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule of
even date herewith, which accompanies this Agreement and is
incorporated herein by reference (the "Disclosure Schedule"). Except as
set forth in Item 3.1 of the Disclosure Schedule, each Subsidiary is
wholly owned by EXAM, all the outstanding shares of capital stock of
each Subsidiary are owned free and clear of all Liens (as hereinafter
defined), there is no contract, agreement, arrangement, option,
warrant, call, commitment or other right of any character obligating or
entitling any Subsidiary to issue, sell, redeem or repurchase any of
its securities, and there is no outstanding security of any kind
convertible into or exchangeable for securities of any Subsidiary.
(c) Each of EXAM and the Sellers has all requisite power and authority
to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby and thereby. Each of EXAM and the
Sellers has taken all corporate action necessary for the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby, and this Agreement constitutes the valid and
binding obligation of each of EXAM and the Sellers, enforceable against
each of EXAM and the Sellers in accordance with its respective terms,
except as may be affected by bankruptcy, insolvency, moratoria or other
similar laws affecting the enforcement of creditors' rights generally
and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any
proceeding therefore may be brought.
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3.2 No Conflicts or Defaults. The execution and delivery of this
Agreement by each of EXAM and the Sellers and the consummation of the
transactions contemplated hereby do not and shall not (a) contravene the
Certificate of Incorporation or By-laws of EXAM or the governing documents of
any Seller, if applicable, or (b) with or without the giving of notice or the
passage of time, (i) violate, conflict with, or result in a breach of, or a
default or loss of rights under, any material covenant, agreement, mortgage,
indenture, lease, instrument, permit or license to which EXAM, any of the
Subsidiaries or any Seller is a party or by which EXAM, any of the Subsidiaries
or any Seller or any of their respective assets are bound, or any judgment,
order or decree, or any law, rule or regulation to which EXAM, any of the
Subsidiaries or any Seller or any of their respective assets are subject, (ii)
result in the creation of, or give any party the right to create, any Lien upon
any of the assets of EXAM or any of the Subsidiaries, (iii) terminate or give
any party the right to terminate, amend, abandon or refuse to perform, any
material agreement, arrangement or commitment to which EXAM or any of the
Subsidiaries is a party or by which EXAM or any of the Subsidiaries or any of
their respective assets are bound, or (iv) accelerate or modify, or give any
party the right to accelerate or modify, the time within which, or the terms
under which EXAM, or any of the Subsidiaries is to perform any duties or
obligations or receive any rights or benefits under any material agreement,
arrangement or commitment to which it is a party.
3.3 Capitalization. The authorized capital stock of EXAM immediately
prior to giving effect to the transactions contemplated hereby consists of
100,000 shares of Common Stock, par value $0.0001 per share of which as of the
date hereof 10,300 shares of Common Stock are issued and outstanding. Set forth
in Item 3.3 of the Disclosure Schedule is a list of all Stockholders of EXAM,
setting forth their names, addresses and number of shares owned. All of the
outstanding shares of EXAM Common Stock are, and all Shares when transferred in
accordance with the terms hereof, will be, duly authorized, validly issued,
fully paid and non-assessable, and have not been or, with respect to EXAM
Shares, will not be transferred in violation of any rights of third parties. The
EXAM Shares are not subject to any preemptive or subscription right, any voting
trust agreement or other contract, agreement, arrangement, option, warrant,
call, commitment or other right of any character obligating or entitling EXAM to
issue, sell, redeem or repurchase any of its securities, and there is no
outstanding security of any kind convertible into or exchangeable for Common
Stock.
3.4 Financial Statements. Exhibit 3.4 to the Disclosure Schedule
contains copies of the consolidated balance sheets of EXAM at December 31 2003,
and the related statements of operations, stockholders' equity and cash flows
for the period then ended, including the notes thereto, as audited by XxXxxxxx,
Xxxxxx & Xxxxxx, LLP, certified public accountants (all such statements being
the "EXAM Financial Statements"). Such financial statements indicate that EXAM
has gross sales and pre-tax profits in excess of $115,000,000 and $750,000
respectively. The Financial Statements, together with the notes thereto, have
been prepared in accordance with U.S. generally accepted accounting principles
applied on a basis consistent throughout all periods presented, subject to audit
adjustments, which are not expected to be material. Such statements present
fairly the financial position of EXAM as of the dates and for the periods
indicated. The books of account and other financial records of EXAM have been
maintained in accordance with good business practices.
3.5 Further Financial Matters. Except as set forth in Item 3.5 to the
Disclosure Schedule, neither EXAM nor any of the Subsidiaries has any material
liabilities or obligations, whether secured or unsecured, accrued, determined,
absolute or contingent, asserted or unasserted or otherwise, which are required
to be reflected or reserved in a balance sheet or the notes thereto under
generally accepted accounting principles, but which are not reflected in the
Financial Statements.
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3.6 Taxes. Except as indicated in Item 3.6 of the Disclosure Schedule,
each of EXAM and the Subsidiaries has filed all federal, state, county, local
and foreign national, provincial and local tax returns and reports which were
required to be filed on or prior to the date hereof, and has paid all Taxes (and
any related penalties, fines and interest) which have become due pursuant to
such returns or reports or pursuant to any assessment which has become payable,
or, to the extent its liability for any Taxes (and any related penalties, fines
and interest) has not been fully discharged, the same have been properly
reflected as a liability on the books and records of EXAM and adequate reserves
therefore have been established. All such returns and reports filed on or prior
to the date hereof have been properly prepared and are true, correct (and to the
extent such returns reflect judgments made by EXAM or a Subsidiary, as the case
may be, such judgments were reasonable under the circumstances) and complete in
all material respects. Except as indicated in 3.6 of the Disclosure Schedule, no
extension for the filing of any such return or report is currently in effect.
Except as indicated in Item 3.6 of the Disclosure Schedule, no tax return or tax
return liability of EXAM or any Subsidiary has been audited or, presently under
audit. All taxes and any penalties, fines and interest which have been asserted
to be payable as a result of any audits have been paid. Except as indicated in
Item 3.6 of the Disclosure Schedule, neither EXAM nor any Subsidiary has given
or been requested to give waivers of any statute of limitations relating to the
payment of any Taxes (or any related penalties, fines and interest). There are
no claims pending or, to the knowledge of EXAM, threatened, against EXAM or any
Subsidiary for past due Taxes. Except as indicated in Item 3.6 of the Disclosure
Statement, all payments for withholding taxes, unemployment insurance and other
amounts required to be paid for periods prior to the date hereof to any
governmental authority in respect of employment obligations of EXAM and each
Subsidiary, including, without limitation, amounts payable pursuant to the
Federal Insurance Contributions Act, have been paid or shall be paid prior to
the Closing and have been duly provided for on the books and records of EXAM and
in the Financial Statements.
3.7 Indebtedness; Contracts; No Defaults.
(a) Item 3.7 of the Disclosure Schedule sets forth a true, complete and
correct list of all material instruments, agreements, indentures,
mortgages, guarantees, notes, commitments, accommodations, letters of
credit or other arrangements or understandings, whether written or
oral, to which EXAM or any Subsidiary is a party (collectively, the
"EXAM Operating Agreements"). An agreement shall not be considered
material for the purposes of this Section 3.7(a) if it provides for
expenditures or receipts of less than $50,000 and has been entered into
by EXAM or a Subsidiary in the ordinary course of business. The EXAM
Operating Agreements constitute all of the contracts, agreements,
understandings and arrangements required for the operation of the
business of EXAM and the Subsidiaries or which have a material effect
thereon. Copies of all such material written EXAM Operating Agreements
have previously been delivered or otherwise made available to the
Company and such copies are true, complete and correct as of the date
hereof.
(b) Except as disclosed in Item 3.7 of the Disclosure Schedule, neither
EXAM, any Subsidiary, nor, to EXAM 's knowledge, any other person or
entity is in breach in any material respect of, or in default in any
material respect under, any material contract, agreement, arrangement,
commitment or plan to which EXAM or any Subsidiary is a party, and no
event or action has occurred, is pending or is threatened, which, after
the giving of notice, passage of time or otherwise, would constitute or
result in such a material breach or material default by EXAM or any
Subsidiary or, to the knowledge of EXAM, any other person or entity.
Neither EXAM nor any Subsidiary has received any notice of default
under any contract, agreement, arrangement, commitment or plan to which
it is a party, which default has not been cured to the satisfaction of,
or duly waived by, the party claiming such default on or before the
date hereof.
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3.8 Personal Property. Except as set forth in Item 3.8 of the
Disclosure Schedule, each of EXAM and the Subsidiaries has good and marketable
title to all of its tangible personal property and assets, including, without
limitation, all of the assets reflected in the Financial Statements that have
not been disposed of in the ordinary course of business, free and clear of all
Liens or mortgages, except for any Lien for current taxes not yet due and
payable and such restrictions, if any, on the disposition of securities as may
be imposed by federal or applicable state securities laws.
3.9 Real Property. (a) Item 3.9 of the Disclosure Schedule sets forth a
true and complete list of all real property owned by, or leased or subleased by
or to, EXAM and its Subsidiaries (the "EXAM Real Property").
(b) Except as set forth in Item 3.9 of the Disclosure Statement, each
lease to which EXAM is a party is valid, binding and in full force and
effect with respect to EXAM or a Subsidiary, as the case may be, and,
to the knowledge of EXAM, all other parties thereto; no notice of
default or termination under any such lease is outstanding.
3.10 Compliance with Law.
(a) Except as set forth in Item 3.10 of the Disclosure Schedule,
neither EXAM nor any Subsidiary is conducting its respective business
or affairs in material violation of any applicable federal, state or
local law, ordinance, rule, regulation, court or administrative order,
decree or process, or any requirement of insurance carriers. Neither
EXAM nor any Subsidiary has received any notice of violation or claimed
violation of any such law, ordinance, rule, regulation, order, decree,
process or requirement.
(b) Each of EXAM and the Subsidiaries is in compliance in all material
respects with all applicable federal, state, local and foreign laws and
regulations relating to the protection of the environment and human
health. There are no claims, notices, actions, suits, hearings,
investigations, inquiries or proceedings pending or, to the knowledge
of, EXAM threatened against EXAM or any of the Subsidiaries that are
based on or related to any environmental matters or the failure to have
any required environmental permits, and there are no past or present
conditions that EXAM has reason to believe are likely to give rise to
any material liability or other obligations of EXAM or any Subsidiary
under any environmental laws.
11
3.11 Permits and Licenses. Except as set forth in Item 3.11 of the
Disclosure Schedule, each of EXAM and the Subsidiaries has all certificates of
occupancy, rights, permits, certificates, licenses, franchises, approvals and
other authorizations as are reasonably necessary to conduct its respective
business and to own, lease, use, operate and occupy its assets, at the places
and in the manner now conducted and operated, except those the absence of which
would not materially adversely affect its respective business. Except as set
forth in Item 3.11 of the Disclosure Schedule, as of the date hereof, neither
EXAM nor any Subsidiary has received any written or oral notice or claim
pertaining to the failure to obtain any material permit, certificate, license,
approval or other authorization required by any federal, state or local agency
or other regulatory body, the failure of which to obtain would materially and
adversely affect its business.
3.12 Ordinary Course. Except as set forth in Item 3.12 of the
Disclosure Schedule, since inception, each of EXAM and the Subsidiaries has
conducted its business, maintained its real property and equipment and kept its
books of account, records and files, substantially in the same manner as
previously conducted, maintained or kept and solely in the ordinary course.
3.13 No Adverse Changes. Except as set forth in Item 3.13 of the
Disclosure Schedule, since inception, there has not been (a) any material
adverse change in the business, prospects, the financial or other condition, or
the respective assets or liabilities of EXAM and the Subsidiaries as reflected
in the Financial Statements, (b) any material loss sustained by EXAM or any
Subsidiary, including, but not limited to any loss on account of theft, fire,
flood, explosion, accident or other calamity, whether or not insured, which has
materially and adversely interfered, or may materially and adversely interfere,
with the operation of EXAM's or any Subsidiary's business, or (c) to the best
knowledge of EXAM, any event, condition or state of facts, including, without
limitation, the enactment, adoption or promulgation of any law, rule or
regulation, the occurrence of which materially and adversely does or would
affect the results of operations or the business or financial condition of EXAM
or any Subsidiary.
3.14 Litigation. (a) Except as set forth in Item 3.14 of the Disclosure
Schedule, there is no claim, dispute, action, suit, proceeding or investigation
pending or, to the knowledge of EXAM, threatened, against or affecting the
business of EXAM or any Subsidiary, or challenging the validity or propriety of
the transactions contemplated by this Agreement, at law or in equity or
admiralty or before any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality, nor to the knowledge of
EXAM, has any such claim, dispute, action, suit, proceeding or investigation
been pending or threatened, during the 12?month period preceding the date
hereof; (b) there is no outstanding judgment, order, writ, ruling, injunction,
stipulation or decree of any court, arbitrator or federal, state, local, foreign
or other governmental authority, board, agency, commission or instrumentality,
against or materially affecting the business of EXAM or any Subsidiary; and (c)
neither EXAM nor any Subsidiary has received any written or verbal inquiry from
any federal, state, local, foreign or other governmental authority, board,
agency, commission or instrumentality concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.
12
3.15 Insurance. EXAM and the Subsidiaries maintain insurance against
all risks customarily insured against by companies in its industry. All such
policies are in full force and effect, and neither EXAM nor any Subsidiary has
received any notice from any insurance company suspending, revoking, modifying
or canceling (or threatening such action) any insurance policy issued to EXAM.
3.16 Certificate of Incorporation and By-laws; Minute Books. The copies
of the Certificate of Incorporation and By-laws (or similar governing documents)
of EXAM and each Subsidiary, and all amendments to each are true, correct and
complete. The minute books of EXAM and each Subsidiary contain true and complete
records of all meetings and consents in lieu of meetings of their respective
Board of Directors (and any committees thereof), or similar governing bodies,
since the time of their respective organization. The stock books of EXAM and
each Subsidiary are true, correct and complete.
3.17 Employee Benefit Plans. Except as set forth in Item 3.17 of the
Disclosure Schedule, neither EXAM nor any Subsidiary maintains, nor has EXAM or
any Subsidiary maintained in the past, any employee benefit plans ("as defined
in Section 3(3) of the "ERISA"), or any plans, programs, policies, practices,
arrangements or contracts (whether group or individual) providing for payments,
benefits or reimbursements to employees of EXAM or any Subsidiary, former
employees, their beneficiaries and dependents under which such employees, former
employees, their beneficiaries and dependents are covered through an employment
relationship with EXAM, any Subsidiary or any entity required to be aggregated
in a controlled group or affiliated service group with EXAM for purposes of
ERISA or the Internal Revenue Code of 1986 (the "Code") (including, without
limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of
ERISA, at any relevant time ("EXAM Benefit Plans").
3.18 Patents; Trademarks and Intellectual Property Rights. Each of EXAM
and the Subsidiaries owns or possesses sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses,
information, internet web site(s) proprietary rights and processes necessary for
its business as now conducted without any conflict with or infringement of the
rights of others. There are no outstanding options, licenses or agreements of
any kind relating to the foregoing, and neither EXAM nor any Subsidiary is bound
by, or a party to, any options, licenses or agreements of any kind with respect
to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information, proprietary rights and processes of any other
person or entity.
13
3.19 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried out by EXAM directly with the
Sellers without the intervention of any Person on behalf of EXAM in such a
manner as to give rise to any valid claim by any Person against any Seller for a
finder's fee, brokerage commission or similar payment.
3.20 Subsidiaries. Item 3.20 of the Disclosure Statements sets forth
all the Subsidiaries of EXAM. All the outstanding shares of capital stock of, or
other equity interests in, each such subsidiary have been validly issued and are
fully paid and nonassessable and are owned directly or indirectly by EXAM, free
and clear of all Liens and free of any other restriction (including any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests). Each Subsidiary of EXAM is wholly owned by
EXAM.
3.21 Purchase for Investment.
(a) Each Seller is acquiring the Company Shares for investment for such
Seller's own account and not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and each Seller has
no present intention of selling, granting any participation in, or
otherwise distributing the same. Each Seller further represents that it
does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or
to any third person, with respect to any of the Company Shares.
(b) Such Seller understands that the Company Shares are not registered
under the Act on the ground that the sale and the issuance of
securities hereunder is exempt from registration under the Act pursuant
to Section 4(2) thereof, and that the Company's reliance on such
exemption is predicated on such Seller's representations set forth
herein. Such Seller is an "accredited investor" as that term is defined
in Rule 501(a) of Regulation D under the Act.
3.22 Investment Experience. Each Seller acknowledges that it can bear
the economic risk of its investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of the investment in the Company Shares.
3.23 Information. The Sellers have carefully reviewed such information,
as each Seller deemed necessary to evaluate an investment in the Company Shares.
To the full satisfaction of each Seller, it has been furnished all materials
that it has requested relating to the Company and the issuance of the Company
Shares hereunder, and each Seller has been afforded the opportunity to ask
questions of representatives of the Company to obtain any information necessary
to verify the accuracy of any representations or information made or given to
the Sellers. Notwithstanding the foregoing, nothing herein shall derogate from
or otherwise modify the representations and warranties of the Company set forth
in this Agreement, on which each of the Sellers has relied in making an exchange
of the EXAM Shares for the Company Shares.
14
3.24 Restricted Securities. Each Seller understands that the Company
Shares may not be sold, transferred, or otherwise disposed of without
registration under the Act or an exemption therefrom, and that in the absence of
an effective registration statement covering the Company Shares or any available
exemption from registration under the Act, the Company Shares must be held
indefinitely. Each Seller is aware that the Company Shares may not be sold
pursuant to Rule 144 promulgated under the Act unless all of the conditions of
that Rule are met. Among the conditions for use of Rule 144 may be the
availability of current information to the public about the Company.
ARTICLE IV
INDEMNIFICATION
4.1 Indemnity of the Company and the Shareholder. The Company and the
Shareholder agree to defend, indemnify and hold harmless each Seller from and
against, and to reimburse each Seller with respect to, all liabilities, losses,
costs and expenses, including, without limitation, reasonable attorneys' fees
and disbursements, asserted against or incurred by such Seller by reason of,
arising out of, or in connection with any material breach of any representation
or warranty contained in this Agreement made by the Company or the Shareholder
or in any document or certificate delivered by the Company or the Shareholder
pursuant to the provisions of this Agreement or in connection with the
transactions contemplated thereby.
4.2 Indemnity of the Company. Each of the Sellers agrees to jointly and
severally defend, indemnify and hold harmless the Company from and against, and
to reimburse the Company with respect to, all liabilities, losses, costs and
expenses, including, without limitation, reasonable attorneys' fees and
disbursements, asserted against or incurred by such Seller by reason of, arising
out of, or in connection with any material breach of any representation or
warranty contained in this Agreement and made by the Company or in any document
or certificate delivered by the Company pursuant to the provisions of this
Agreement or in connection with the transactions contemplated thereby.
4.3 Indemnification Procedure. A party (an "Indemnified Party") seeking
indemnification shall give prompt notice to the other party (the "Indemnifying
Party") of any claim for indemnification arising under this Article 4. The
Indemnifying Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the Indemnifying Party shall not be obligated to pay the fees and
disbursements of separate counsel for such in such action. In the event,
however, that such Indemnified Party's legal counsel shall determine that
defenses may be available to such Indemnified Party that are different from or
in addition to those available to the Indemnifying Party, in that there could
reasonably be expected to be a conflict of interest if such Indemnifying Party
and the Indemnified Party have common counsel in any such proceeding, or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying Party may employ separate counsel to represent or defend such
Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such Indemnified Party. No settlement of any such
claim or payment in connection with any such settlement shall be made without
the prior consent of the Indemnifying Party which consent shall not be
unreasonably withheld.
15
ARTICLE V
DELIVERIES
5.1 Items to be delivered to EXAM prior to or at Closing by the
Company.
(a) articles of incorporation and amendments thereto, bylaws and
amendments thereto, certificate of good standing in the Company's
state of incorporation;
(b) all applicable schedules hereto;
(c) all minutes and resolutions of board of director and shareholder
meetings in possession of the Company;
(d) shareholder list;
(e) all financial statements and tax returns in possession of the
Company;
(f) copies of all SEC filings;
(g) resolution from the Company's current directors appointing designees
of EXAM to the Company's Board of Directors;
(h) letters of resignation from the Company's current officers and
directors to be effective upon Closing and after the appointments
described in this section;
(i) certificates representing 18,000,000 post reverse-split shares of the
Company's $0.001 par value common stock issued in the denominations
as set forth opposite their respective names on Schedule I to this
Agreement, duly authorized, validly issued, fully paid for and
non-assessable;
(j) copies of board, and if applicable, shareholder resolutions approving
this transaction and authorizing the issuances of the shares hereto;
(k) series D preferred stock totaling 98,000 shares deposited into an
escrow containing endorsement in the name of CMI Capital to be
released to CMI Capital on the 91st day following the Closing.
(l) Resolution from the Company's current directors authorizing the
conversion of 98,000 series D preferred stock into 800,000 post-split
common shares of the Company.
(k) any other document reasonably requested by EXAM that it deems
necessary for the consummation of this transaction.
5.2 Items to be delivered to the Company prior to or at Closing by EXAM.
-------------------------------------------------------------------
(a) articles of incorporation and amendments thereto, bylaws and
amendments thereto, certificate of good standing in the Company's
state of incorporation;
(b) all applicable schedules hereto;
(c) all minutes and resolutions of board of director and shareholder
meetings in possession of the Company;
(d) shareholder list;
(e) all financial statements and tax returns in possession of the
Company;
(f) resolution from EXAM current directors appointing designees of EXAM
to the Company's Board of Directors;
(g) certificates representing 100% of EXAM 's common stock as set forth
opposite their respective names on Schedule I to this Agreement, duly
authorized, validly issued, fully paid for and non-assessable;
(h) copies of board, and if applicable, shareholder resolutions approving
this transaction and authorizing the issuances of the shares hereto;
(i) any other document reasonably requested by the Company that it deems
necessary for the consummation of this transaction
16
ARTICLE VI
CONDITIONS PRECEDENT
6.1 Conditions Precedent to Closing. The obligations of the Parties
under this Agreement shall be and are subject to fulfillment, prior to or at
the Closing, of each of the following conditions:
(a) That each of the representations and warranties of the Parties
contained herein shall be true and correct at the time of the
Closing date as if such representations and warranties were
made at such time;
(b) That the Parties shall have performed or complied with all
agreements, terms and conditions required by this Agreement to
be performed or complied with by them prior to or at the time
of the Closing;
(c) That the Parties shall be satisfied with the results of their
due diligence and review of the other books and records.
6.2 Conditions to Obligations of Sellers. The obligations of Seller
shall be subject to fulfillment prior to or at the Closing, of each of the
following conditions:
(a) shall have paid all of the reasonable costs and expenses of
the Company, except for the Company's legal fees, up to a
maximum of $50,000, and themselves associated with the
acquisition of the EXAM Shares by the Company;
(b) As of the Closing, the Company shall have no assets and no
liabilities whatsoever, contingent or otherwise.
(c) The Company shall have entered into a registration rights
agreement with all the Sellers and the Financial Consultants
(as hereinafter defined), in the form attached as Exhibit
6.2(c) (the "Registration Rights Agreement").
ARTICLE VII
TERMINATION
7.1 Termination. This Agreement may be terminated at any time before
or, at Closing, by:
(a) The mutual agreement of the Constituent Parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a
party shall be materially untrue
or fail to be accomplished;
(ii) Any legal proceeding shall have been instituted
or shall be imminently
threatening to delay, restrain or prevent the consummation of this Agreement; or
(iii) The conditions precedent to Closing are not
satisfied.
(c) Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this paragraph, each said
party shall bear all costs and expenses as each party has incurred and no party
shall be liable to the other.
17
ARTICLE VIII
MISCELLANEOUS
8.1 Survival of Representations, Warranties and Agreements. All
representations and warranties and statements made by a party to in this
Agreement or in any document or certificate delivered pursuant hereto shall
survive the Closing Date for so long as the applicable statute of limitations
shall remain open. Each of the parties hereto is executing and carrying out the
provisions of this agreement in reliance upon the representations, warranties
and covenants and agreements contained in this agreement or at the closing of
the transactions herein provided for and not upon any investigation 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.
8.2 Access to Books and Records. During the course of this transaction
through Closing, each party agrees to make available for inspection all
corporate books, records and assets, and otherwise afford to each other and
their respective representatives, reasonable access to all documentation and
other information concerning the business, financial and legal conditions of
each other for the purpose of conducting a due diligence investigation thereof.
Such due diligence investigation shall be for the purpose of satisfying each
party as to the business, financial and legal condition of each other for the
purpose of determining the desirability of consummating the proposed
transaction. The Parties further agree to keep confidential and not use for
their own benefit, except in accordance with this Agreement any information or
documentation obtained in connection with any such investigation.
8.3 Further Assurances. If, at any time after the Closing, the parties
shall consider or be advised that any further deeds, assignments or assurances
in law or that any other things are necessary, desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm, of record or otherwise, the title to any property or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary, desirable or proper to vest, perfect or confirm title
to such property or rights and otherwise to carry out the purpose of this
Agreement, and that the proper officers and directors the parties are fully
authorized to take any and all such action.
18
8.4 Notice. All communications, notices, requests, consents or demands
given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended, as follows, or to such other
address or facsimile number as may be furnished by such party by notice in the
manner provided herein:
If to the Company:
Olympic Entertainment Group, Inc.
X/X Xxxx Xxxx Xxxxx, Xxx.
0000 Avenue of the Stars, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention:
Tel: - (000) 000-0000
Fax: - (000) 000-0000
If to the Sellers:
At the respective addresses of the Sellers set forth on
Schedule 1 hereto.
EXAM USA, Inc.
Attn.: Xxxxx Xxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx Xxxxx Gay, Esq.
Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxxx, Xxx. 0000
Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
8.5 Entire Agreement. This Agreement, the Disclosure Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire understanding of the parties hereto with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings with
respect to its subject matter and may not be waived or modified, in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this Agreement in any instance shall be deemed to be a waiver of
the same or any other provision in any other instance. Failure of any party to
enforce any provision of this Agreement shall not be construed as a waiver of
its rights under such provision.
19
8.6 Successors and Assigns. This Agreement shall be binding upon,
enforceable against and inure to the benefit of, the parties hereto and their
respective heirs, administrators, executors, personal representatives,
successors and assigns, and nothing herein is intended to confer any right,
remedy or benefit upon any other person. This Agreement may not be assigned by
any party hereto except with the prior written consent of the other parties,
which consent shall not be unreasonably withheld.
8.7 Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of Nevada are applicable
to agreements made and fully to be performed in such state, without giving
effect to conflicts of law principles.
8.8 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.9 Construction. Headings contained in this Agreement are for
convenience only and shall not be used in the interpretation of this Agreement.
References herein to Articles, Sections and Exhibits are to the articles,
sections and exhibits, respectively, of this Agreement. The Disclosure Schedule
is hereby incorporated herein by reference and made a part of this Agreement. As
used herein, the singular includes the plural, and the masculine, feminine and
neuter gender each includes the others where the context so indicates.
8.10 Severability. If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be interpreted and enforceable as if such provision were severed or
limited, but only to the extent necessary to render such provision and this
Agreement enforceable.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first set forth above.
Olympic Entertainment Group, Inc. EXAM USA, Inc.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxxx Xxxxxxxxxxx
------------------------------ ------------------------------
By: By: Xxxxxxxx Xxxxxxxxxxx
Its: CEO and Director Its: President and Director
The Sellers:
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxxxx
------------------------------ ------------------------------
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx
The Shareholder
/s/ Xxxxxxx Xxxxxxxxxxx
------------------------------
Xxxxxxx Xxxxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxxxx
------------------------------
Xxxxxxxx Xxxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxxx
------------------------------
Xxxxxx Xxxxxxxxxxx
20
/s/ Xxxx Xxxxxxxxxxx
------------------------------
Xxxx Xxxxxxxxxxx
/s/ Xx Xxxxxxxxxxx
------------------------------
Xx Xxxxxxxxxxx
/s/ Xxxxx Xxxxxxxxxxx
------------------------------
Xxxxx Xxxxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxxxx
------------------------------
Xxxxxxxx Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxxxx
------------------------------
Xxxxxxx Xxxxxxxxxxx
/s/ Chika Hirbayashi
------------------------------
Chika Hirbayashi
/s/ Misaki Hirabayashi
------------------------------
Misaki Hirabayashi
/s/ Xxxxx Xxxxxxxxxxx
------------------------------
Xxxxx Xxxxxxxxxxx
/s/ Mie Hata
------------------------------
Mie Hata
/s/ Riemi Hata
------------------------------
Riemi Hata
/s/ Xxxxxxx Xxxx
------------------------------
Xxxxxxx Xxxx
/s/ Xxxxxxx Xxxxxxxx
------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
21
SCHEDULE I
Seller's Name Number of EXAM Shares Number of Company Shares
Xxxxxx Xxxxxxxxxxx 600
Xxxxxxx Xxxxxxxxxxx 500
Xxxxxxxx Xxxxxxxxxxx 1,200
Xxxxxx Xxxxxxxxxxx 500
Xxxx Xxxxxxxxxxx 600
Xx Xxxxxxxxxxx 600
Xxxxx Xxxxxxxxxxx 600
Xxxxxxxx Xxxxxxxxxxx 600
Xxxxxxx Xxxxxxxxxxx 1,500
Chika Hirbayashi 500
Misaki Hirabayashi 600
Xxxxx Xxxxxxxxxxx 600
Mie Xxxx 000
Xxxxx Xxxx 500
Xxxxxxx Xxxx 500
Xxxxxxx Xxxxxxxx 150
Xxxxx Xxxxxx 150
