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EXHIBIT 2.1
EXCHANGE AGREEMENT
AGREEMENT made February 20, 1997 among Eatertainment Inc., a Delaware
corporation having its principal office at 000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxx 00000 (hereinafter called "Holding Company"), and each of the persons
listed on the signature pages hereto (hereinafter collectively called the
"Shareholders").
WHEREAS the Shareholders own (i) all of the outstanding shares of the
common stock of Xxxxxx'x Sports Grille, Inc., a Delaware corporation
("Xxxxxx'x"), F&H Restaurant Corp., a Delaware corporation ("F&H"), Fox & Hound,
Inc., a Texas corporation ("Fox I"), Fox & Hound II, Inc., a Texas corporation
("Fox II") and (ii) 18.75% of the limited partnership interests of X. Xxxxxxx
Entertainment, Ltd., a Texas limited partnership ("Xxxxxxx"), 505 Entertainment,
Ltd., a Texas limited partnership ("505"), Midway Entertainment, Ltd., a Texas
limited partnership ("Midway") and F & H Dallas, L.P., a Texas limited
partnership ("Dallas"), from the limited partners as set forth on Schedule I
attached hereto (the "18.75% Limited Partners"). As used herein, the Subsidiary
Corporations shall mean Xxxxxx'x, F&H, Xxx I and Xxx II and the Subsidiary
Limited Partnerships shall mean Xxxxxxx, 505, Midway and Dallas;
WHEREAS Holding Company desires to acquire (i) all of the issued and
outstanding shares of common stock of the Subsidiary Corporations and (ii)
18.75% of the limited partnership interests of the Subsidiary Limited
Partnerships, as the same may be constituted on the closing date hereunder from
the 18.75% Limited Partners, and the Shareholders are willing to transfer to
Holding Company the shares of such common stock and limited partnership
interests owned by them, as the case may be, as set forth on Schedule I, all on
the terms and conditions hereinafter set forth; and
WHEREAS the parties desire that the transactions contemplated by this
Agreement constitute an exchange of property as provided in Section 351 of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Representations of shareholders. The Shareholders severally, but not
jointly, represent and warrant solely with respect to themselves and the
respective Subsidiary Corporation(s) in which they own shares of common stock
and/or the respective Subsidiary Limited Partnership(s) in which they hold a
limited partnership interest, all as set forth on the applicable portion of
Schedule I, as provided in this Section 1.
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As used herein, "Knowledge" shall mean the knowledge of any Shareholder in
his/her capacity as shareholder and, if such Shareholder is also an officer,
director or employee of a Subsidiary Corporation or the managing partner of a
Subsidiary Limited Partnership, the knowledge of such Shareholder in his/her
capacity as an officer, director or employee of a Subsidiary Corporation or the
managing partner of a Subsidiary Limited Partnership. For the purposes of
Section 1, a Shareholder shall not include the 18.75% Limited Partners.
(a) The Shareholders are the record owners and holders of (i)
the number of fully paid and nonassessable shares of common stock of each of the
Subsidiary Corporations and (ii) the limited partnership interests of each of
the Subsidiary Limited Partnerships, as of the date hereof as set forth opposite
their respective names in the applicable portion of Schedule I attached hereto,
and all such shares of common stock and limited partnership interests are owned
free and clear of all liens, claims, encumbrances, charges, and assessments and
are subject to no restrictions with respect to transferability, other than with
respect to the Subsidiary Limited Partnerships, the limitations set forth in the
respective amended and restated limited partnership agreements governing such
Subsidiary Limited Partnership. Notwithstanding anything to the contrary
contained in the first paragraph of this Section 1, (i) to each Shareholder of
Xxxxxx'x knowledge, none of the shares of common stock of Xxxxxx'x held by the
other Shareholders of Xxxxxx'x, (ii) to each Shareholder of F&H's knowledge,
none of the shares of common stock of F&H's held by the other Shareholders of
F&H, (iii) to each Shareholder of Fox I's and Fox II's knowledge, none of the
shares of common stock of Fox I or Fox II held by the other Shareholders of Fox
I and Fox II, and (iv) to each 18.75% Limited Partners's knowledge, none of the
limited partnership interests of any Subsidiary Limited Partnership, is, in each
case, subject to any liens, claims, encumbrances, charges, or assessments or any
restrictions with respect to transferability, other than with respect to the
Subsidiary Limited Partnerships the limitations set forth in the respective
amended and restated limited partnership agreement governing such Subsidiary
Limited Partnership.
(b) To the knowledge of each Shareholder of Xxxxxx'x, the
authorized capital stock of Xxxxxx'x consists of 100,000 shares of common stock,
no par value, of which 10,000 shares are issued and outstanding; to the
knowledge of each Shareholder of F&H, the authorized capital stock of F&H
consists of 1,000 shares of common stock, no par value, of which 100 shares are
issued and outstanding; and to the knowledge of each Shareholder of Fox I and
Fox II, the authorized capital stock of each of Fox I and Fox II consists of
10,000 shares of common stock, $1.00 par value per share, of which 1,000 shares
are issued and outstanding for each of Fox I and Fox II. There
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are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts or
commitments that could require such corporation to issue, sell or otherwise
cause to become outstanding any of its capital stock. There are no outstanding
or authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to such corporation. There are no voting trusts,
proxies, or other agreements or understandings with respect to the voting of the
capital stock of such corporation.
(c) To the knowledge of such Shareholder, each Subsidiary
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its businesses as now being conducted, and is duly qualified to
do business as a foreign corporation, if required, and is in good standing in
each jurisdiction in which the ownership or leasing of its properties or the
conduct of its business require such qualification, except where the failure to
be so qualified would not have a material adverse effect on the assets,
business, results of operations or conditions (financial or otherwise) of each
of such corporation. Each Subsidiary Corporation has previously delivered to
Holding Company true, complete and correct copies of its charter and by-laws, as
currently in effect.
(d) To the knowledge of such Shareholder, each Subsidiary
Limited Partnership is a limited partnership duly formed, validly existing and
in good standing under the laws of the jurisdiction of its formation and has all
requisite power and authority to own, lease and operate its properties and to
carry on its businesses as now being conducted, and is duly qualified to do
business as a foreign limited partnership, if required, and is in good standing
in each jurisdiction in which the ownership or leasing of its properties or the
conduct of its business require such qualification, except where the failure to
be so qualified would not have a material adverse effect on the assets,
business, results of operations or conditions (financial or otherwise) of each
of such limited partnership. Each Subsidiary Limited Partnership has previously
delivered to Holding Company a true, complete and correct copy of its agreement
of limited partnership, as currently in effect.
(e) To the knowledge of such Shareholder, neither any
Subsidiary Corporation nor any Subsidiary Limited Partnership has any
subsidiaries, or any direct or indirect interest, whether by way of stock
ownership or otherwise, in any corporation, firm, association or business
enterprise.
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(f) To the knowledge of such Shareholder, each Subsidiary
Corporation and each Subsidiary Limited Partnership owns and possesses, or is
duly licensed in respect of, all licenses, trademarks, trademark rights,
applications for trademarks, trade names, trade name rights, processes, and
formulas, necessary for the operation of its business, with no known material
conflict with the rights of others, and the same are subject to no liens,
encumbrances, claims, or charges.
(g) As of the date of this Agreement, to the knowledge of such
Shareholder, there are no actions, suits, or proceedings pending or, to the
knowledge of the Shareholders, threatened, against either any Subsidiary
Corporation or any Subsidiary Limited Partnership, at law or in equity, or
before or by any federal, state, municipal, or other governmental agency or
instrumentality, domestic or foreign, except for those actions, suits, or
proceedings which would not have a material and adverse effect on the financial
condition of the Subsidiary Corporations or the Subsidiary Limited Partnerships,
as the case may be. Neither any Subsidiary Corporation nor any Subsidiary
Limited Partnership is in default with respect of any order or decree of any
court or of any such governmental agency or instrumentality.
(h) Neither the execution and delivery of this Agreement, the
Stockholders Agreement dated as of the date hereof by and among the Shareholders
and the Holding Company or the S Corporation Termination, Tax Allocation and
Indemnification Agreements ("Tax Agreements") dated as of the date hereof by and
among certain of the Shareholders and the Holding Company, nor the consummation
of the transactions herein or therein contemplated, will conflict with or result
in the breach of, or accelerate the performance required by, any terms of any
agreement to which any of the Subsidiary Corporations or any of the Subsidiary
Limited Partnerships, or the Shareholders, are now a party, or constitute a
default thereunder, or result in the creation of any lien, charge, or
encumbrance upon any of the properties or assets of any of the Subsidiary
Corporations or any of the Subsidiary Limited Partnerships.
(i) To the knowledge of each Shareholder, none of the
Subsidiary Corporations or the Subsidiary Limited Partnerships is a party to any
agreement or instrument subject to any charter or other corporate restriction
materially and adversely effecting the business, property, or assets, operations
or condition (financial or otherwise) of such corporation or limited
partnership, as the case may be.
(j) To the knowledge of each Shareholder, each of the
Subsidiary Corporations and the Subsidiary Limited Partnerships and the
Shareholders have timely filed all tax returns and reports required to be filed
by each, including without limitation all federal, state, local and foreign tax
returns, and
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all such tax returns and reports are true, complete and correct in all material
respects. Each of the Subsidiary Corporations and the Subsidiary Limited
Partnerships have paid in full or made adequate provision by the establishment
of reserves for all such taxes and other charges which have become due or have
been asserted in writing by any taxing authority to be due, relating to each
such corporation or limited partnership, as the case may be, including, if such
corporation was an S Corporation prior to the consummation of the transactions
contemplated by this Agreement, taxes and other charges attributable to the S
Corporation election by each such corporation, and has withheld with respect to
their employees all federal and state income taxes, FICA, FUTA and any other
taxes or charges required to be withheld except for those taxes or other charges
the failure of which to pay or withhold would not have a material and adverse
effect on the financial condition of the Subsidiary Corporations or the
Subsidiary Limited Partnerships, as the case may be. To the knowledge of each
Shareholder, there is no tax deficiency proposed or threatened against any
Subsidiary Corporation or any Subsidiary Limited Partnerships, and the
Shareholders relating to such corporation or limited partnership, as the case
may be, have no knowledge or any basis for the assertion of any such claim,
including if such corporation was an S Corporation prior to the consummation of
the transactions contemplated by this Agreement, taxes and other charges
attributable to the S Corporation election by each such corporation and its
Shareholders except where such deficiency would not have a material and adverse
effect on the financial condition of the Subsidiary Corporations or the
Subsidiary Limited Partnerships, as the case may be. To the knowledge of each
Shareholder, each of the Subsidiary Corporations and the Subsidiary Limited
Partnerships have made all payments of estimated taxes, if any, when due in
amounts sufficient to avoid the imposition of any penalty except where such
penalty would not have a material and adverse effect on the financial condition
of the Subsidiary Corporations or the Subsidiary Limited Partnerships, as the
case may be. There are no outstanding agreements, waivers, or arrangements
extending the statutory period of limitation applicable to any claim for, or the
period for the collection or assessment of, taxes due from or with respect to
the Subsidiary Corporations or the Subsidiary Limited Partnerships for any
taxable period, and no power of attorney granted by or with respect to the
Subsidiary Corporations or the Subsidiary Limited Partnerships relating to taxes
is currently in force. No closing agreement pursuant to Section 7121 of the
Internal Revenue Code of 1986, as amended, (or any predecessor provision) or any
similar provision of any state, local, or foreign law has been entered into by
or with respect to the Subsidiary Corporations or the Subsidiary Limited
Partnerships that could materially and negatively effect the future liability
for taxes of the Subsidiary Corporations or the Subsidiary Limited Partnerships,
as the case may be. No audit or other proceeding by any governmental authority
has formally
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commenced and no written notification has been given that such an audit or other
proceeding is pending or threatened with respect to any taxes due from or with
respect to the Subsidiary Corporations or the Subsidiary Limited Partnerships,
as the case may be, that could materially and negatively affect the future
liability for taxes of the Subsidiary Corporations or the Subsidiary Limited
Partnerships, as the case may be. No unpaid assessment of tax has been proposed
in writing against the Subsidiary Corporations or the Subsidiary Limited
Partnerships, as the case may be, other than assessment of a type that arise on
a recurring basis in the ordinary course of business.
(k) To the knowledge of each Shareholder, neither any
Subsidiary Corporation nor any Subsidiary Limited Partnership has any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, accrued, absolute, contingent or otherwise ("Liabilities"),
which would be required by generally accepted accounting principles to be
disclosed in their respective financial statements (including, without
limitation, in the notes thereto), other than liabilities fully and adequately
reflected or reserved against their respective balance sheet, prepared in
accordance with generally accepted accounting principles. To the knowledge of
each Shareholder, since December 31, 1996, none of the Subsidiary Corporations
or the Subsidiary Limited Partnerships has incurred any liabilities which would
be required by generally accepted accounting principles to be disclosed in their
respective financial statements (including, without limitation, in the notes
thereto), other than (i) Liabilities incurred since December 31, 1996 in the
ordinary course of business, (ii) the payment of a dividend declared by
Bailey's, Collins, 505 or Midway to their respective Shareholders prior to the
closing date relating to all undistributed earnings of such entity for periods
prior to the closing date or (iii) the payment of a dividend declared by Fox I
or Fox II to their respective Shareholders prior to the closing date relating to
all cash held by such entity as of the closing date.
(l) To the knowledge of such Shareholder, each of the
Subsidiary Corporations and the Subsidiary Limited Partnerships is in compliance
in all material respects with all applicable laws (including, but not limited
to, rules, regulations, codes, plans, injunctions, judgments, orders, decrees,
rulings, and charges thereunder) of all federal, state or local governments, or
any agency or instrumentality of the foregoing, domestic or foreign, in respect
of the conduct of its business and ownership or leasing of its properties,
except where the failure to so comply would not have a material adverse effect
on the assets, business, results of operations or condition (financial or
otherwise) of such corporation or limited partnership, as the case may be. To
the knowledge of such Shareholder, each of the Subsidiary Corporations and the
Subsidiary Limited Partnerships
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have all licenses, permits, orders or approvals of all federal, state or local
governmental bodies, quasi-governmental bodies or authorities, domestic or
foreign, which are material to, or necessary for, the conduct of the operations
of each of such corporation or limited partnership, as the case may be. To the
knowledge of the Shareholders, no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against the Subsidiary Corporations or the Subsidiary Limited
Partnerships, as the case may be, alleging any failure so to comply, except
where the failure to so comply would not have a material and adverse effect on
the assets, business, results of operations or condition (financial or
otherwise) of such corporation or limited partnership, as the case may be.
(m) The following financial statements of the Subsidiary
Corporations and Subsidiary Partnerships, which are attached hereto as Schedule
II, are true, correct and complete in all material respects, have been prepared
from and are in accordance with the books and records of each such Subsidiary
Corporation or Subsidiary Partnership, as the case may be, in accordance with
generally accepted accounting principles ("GAAP") consistently applied except
where otherwise indicated, and fairly present the financial condition of such
Subsidiary Corporation or Subsidiary Partnership, as the case may be, in all
material respects as at the dates stated and the results of operations of such
Subsidiary Corporation or Subsidiary Partnership, as the case may be, for the
periods then ended: (i) the balance sheet and income statement of each
Subsidiary Corporation (other than F&H) and Subsidiary Limited Partnership, as
at and for the years ended December 31, 1995 and December 31, 1996 (the
"December Financial Statements"); and (ii) the balance sheet of F&H as at
December 31, 1995 and December 31, 1996 (the "F&H Financial Statements" and,
together with the December Financial Statements, the "Financial Statements").
All Financial Statements attached hereto are unaudited except for the Financial
Statements of Xxxxxx'x, which are audited as at December 31, 1995. The Financial
Statements relating Xxxxxxx, 505 and Midway have been prepared on a "tax basis,"
not in accordance with GAAP.
(n) Since December 31, 1996, there has not been any material
adverse change in the business, financial condition, operations, results of
operations, or future prospects of any of the Subsidiary Corporations or
Subsidiary Limited Partnerships.
(o) Each Subsidiary Corporation and each Subsidiary Limited
Partnership have good and marketable title to, or a valid leasehold interest in,
the properties and assets used by them, located on its premises, or shown in its
balance sheet, or acquired after the date thereof, free and clear of all liens,
claims, encumbrances, charges, and assessments, except for
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properties and assets disposed of in the ordinary course of business since
December 31, 1996.
2. Exchange of stock. On the closing date, as hereinafter fixed, the
Shareholders shall deliver, or cause to be delivered, to Holding Company
certificates representing all of the issued and outstanding shares of common
stock of the Subsidiary Corporations, as the same shall be constituted on the
closing date, duly endorsed in blank by the owner of record, or accompanied by
duly executed stock powers in blank, and accompanied by requisite revenue stamps
evidencing the payment of the transfer tax, if any. By the signature of each of
the 18.75% Limited Partners on the signature pages hereto, each such 18.75%
Limited Partner shall be deemed to consent to the transfer of the limited
partnership interest of each other 18.75% Limited Partner and to have
transferred the limited partnership interest of each of the Subsidiary Limited
Partnerships held by such 18.75% Limited Partner. In consideration therefor
Holding Company shall, at the closing, deliver to the Shareholders, or their
agents, for their accounts, certificates representing shares of the common
stock, $.01 par value per share, of Holding Company (the "Common Stock"), as set
forth below:
Subsidiary Corporation Percentage of Outstanding shares of Common
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or Subsidiary Limited Stock of Holding Company following the
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Partnership Exchange described in this Section 2
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Xxxxxx'x 25%
F&H 50%
Fox I 6.25%
Fox II
Xxxxxxx 18.75%
505
Midway
Dallas
3. Closing. The closing date under this Agreement shall be simultaneous
with the execution of this Agreement or such other time as Holding Company and
the Shareholders may agree. The closing shall be held at the offices of the
Holding Company, 000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx 00000, unless
another place is mutually agreed upon by the Holding Company and the
Shareholders.
4. Indemnity for damages. Each Shareholder, severally and not jointly,
shall indemnify, fully defend and save and hold harmless the Holding Company at
all times from and against all demands, claims, actions, causes of action,
assessments, losses, damages, liabilities, costs and expenses, including,
without limitation, interest, penalties and reasonable attorneys' fees and
expenses, but net of any tax savings and insurance proceeds actually received by
the indemnitee as a result of the matter
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giving rise to the indemnification, asserted against, resulting to, imposed upon
or incurred by the Holding Company, by reason of or resulting from any
inaccurate representation made by each such Shareholder in this Agreement,
breach of any of the warranties made by each such Shareholder in this Agreement
and breach or default in performance by each such Shareholder of any of the
covenants which he or it is to perform hereunder.
5. Conditions to obligations of Holding Company. The obligations
of Holding Company hereunder are, except as may be waived in writing by Holding
Company, subject to the conditions that:
(a) Certificates representing 100% of the issued and
outstanding shares of common stock of each Subsidiary Corporation, as such stock
shall then be constituted, and documents representing 18.75% of the limited
partnership interests of the Subsidiary Limited Partnerships held by the 18.75%
Limited Partners, if any, as such interests shall then be constituted, shall be
tendered for exchange at the closing by the Shareholders.
(b) The representations contained in Sections 1 and 7 hereof
shall be true on and as of the closing date with the same effect as though such
representations had been made on and as of the closing date, and there shall be
delivered to Holding Company at the closing, if requested, a certificate, in
form and substance satisfactory to Holding Company and its counsel, duly signed
by the Shareholders to that effect.
(c) The Shareholders must each execute and deliver to Holding
Company a Stockholders Agreement in form satisfactory to Holding Company.
(d) Shareholders of Subchapter S Subsidiary Corporations must
each execute and deliver to Holding Company a Tax Agreement.
6. Conditions to obligations of Shareholders. The obligation of
the Shareholders hereunder to deliver to Holding Company shares of common stock
of each of the Subsidiary corporations and to transfer to Holding Company the
limited partnership interests of each of the subsidiary Limited Partnerships,
each as set forth on Schedule I attached hereto, is, except as may be waived in
writing by the Shareholders, subject to the conditions that (i) Holding Company
was formed for the purpose of participating in the exchanges as contemplated in
this Agreement and no shares of Common Stock are issued or outstanding (other
than as contemplated pursuant to the terms of this Agreement); (ii) Holding
Company is a duly organized and existing corporation in good standing under the
laws of the State of Delaware; (iii) the shares of Common Stock of Holding
Company
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being delivered hereunder are validly issued, fully paid, and nonassessable;
(iv) this Agreement has been duly executed and delivered by Holding Company, and
constitutes the legal, valid, and binding obligation of Holding Company,
enforceable in accordance with its terms; and (v) as to such other matters
incident to the transactions contemplated by this Agreement as the Shareholders
may reasonably require.
7. Stock received as investment. Each Shareholder represents that the
shares of Common Stock of Holding Company being acquired by him or it pursuant
to the terms and provisions of this Agreement are being acquired for his or its
own account for purposes of investment and not with a view to or for resale in
connection with any distribution thereof.
8. Survival of representations. The representations and warranties of
the parties hereto shall survive the making of this agreement, any examination
on behalf of such parties, and the closing hereunder. Any waiver of any term or
condition of this agreement shall not operate as a waiver of any other breach of
such term or condition, or of any other term or condition, nor shall any failure
to enforce any provision hereof operate as a waiver of such provision or of any
other provision hereof.
9. Notices. All communications hereunder shall be in writing and
delivered or mailed to Holding Company, 000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxx 00000, Attn: President, and to the Shareholders, each c/o Xxxxx X.
Xxxxxxx, 000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxx 00000, or at such other
address as each party may specify in writing.
10. Broker. Holding Company and the Shareholders represent to each
other that no broker has been employed in connection with any transaction or
transactions involved in this Agreement.
11. Entire agreement. This Agreement constitutes the entire contract
between the parties hereto and no party shall be liable or bound to another in
any manner by any warranties, representations or guarantees except as
specifically set forth herein.
12. Modification. This Agreement may not be changed or modified except
by an agreement in writing by the Holding Company and by the Shareholders or by
any person authorized to act on their behalf.
13. Benefit. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the respective legal representatives,
successors, and assigns of the parties hereto.
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14. Governing law. This Agreement is made pursuant to and shall be
construed under the laws of the State of Delaware, without regard to any
applicable conflicts of law provisions.
15. Counterparts. This Agreement may be executed and endorsed in one or
more counterparts, and each of such counter parts shall, for all purposes, be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF the parties hereto have duly caused this Agreement
to be executed as of the day and year first above written.
EATERTAINMENT INC.
By:________________________________
Name: Xxxxx X. Xxxxxxx
Title: Chairman of the Board
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XXXXXX'X SHAREHOLDERS
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Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxx
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X. Xxxxx Hall, III
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Xxxxxxx X. Xxxxx
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Xxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxxx
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Xxxxxxxxxxx Xxxxxxxx
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Xxxxx X. Xxxxxxx
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F&H SHAREHOLDERS
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--------------------------
Xxxxx X. Xxxxxxx
--------------------------
Xxxx Xxxxxxxx
--------------------------
Xxxxx Xxxxxx
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Xxxx Xxxx
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Max Sheets
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Xxxxx Xxxxxxx
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Xxxx Xxxxx
--------------------------
Xxxx Xxxx
--------------------------
Xxxx Xxxxxx
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Xxx Xxxxx
--------------------------
Xxx Xxxxxx
--------------------------
Xxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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--------------------------
X.X. X'Xxxxxxx
--------------------------
Xxx Xxxxxx
--------------------------
Xxxx Xxxxx
--------------------------
Xxxx Xxxxxxx
--------------------------
Xxx Xxxxxxx
--------------------------
Xxxxx Xxxxx
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Xxx Xxxxxxx
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Xxx Xxxxxxxx
--------------------------
Xxx Xxxxxxx
--------------------------
Xxx Xxxxxxx
--------------------------
Xxxx XxXxxxxx
--------------------------
Xxxx Xxxxx
--------------------------
Xxxxx Xxxxxxxxxxx
--------------------------
Xxxx Xxxxx
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--------------------------
Xxxxx Xxxxxxx
--------------------------
Xxxx Xxxxxxxx
--------------------------
Xxx Xxxxxxx
--------------------------
Xxxx Xxxxx
--------------------------
Xxxxxx Xxxxxxx
--------------------------
Xxxx Xxxxxx
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Xxxxxx Xxxx
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Xxxx Xxxxx
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Reg Redding
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Xxxxx Xxxxxx
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Xxxxx Xxxxx
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Xxxxx Xxxx
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Xxxx Xxxxxx
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Xxxxxx Xxxxxx
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--------------------------
Xxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
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Xxxx Xxxxxxxxxx
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Xxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
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FOX I AND FOX II SHAREHOLDERS
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Xxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
18.75% LIMITED PARTNERS
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Organized Capital, Inc.
By:
------------------------------------
Name:
Title:
United II Strategic Trading, Inc.
By:
------------------------------------
Name:
Title:
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Xxxx Xxx
Fox II General Partnership
By:
------------------------------------
Name:
Title:
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Xxxxxxx Xxxxxxx
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Xxxxx Xxxxxxxx
KemJen Enterprises
By:
------------------------------------
Name:
Title:
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Xxxxx Xxxxxxx
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Xxxxx Xxxx Xxxxxx Xxxx
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Xxxxx Xxxxxx
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Xxxxx XxXxxxx
Old South I General Partnership
By:
------------------------------------
Name:
Title:
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Schedule I
Shares Held in
Subsidiary Corporation Shares of Common
or Percentage Interest Stock of Holding
in Subsidiary Limited Company to received
Shareholders Partnership in Exchange
------------ ----------- -----------
XXXXXX'X SPORTS GRILLE,
INC.
Xxxxxx X. Xxxxx 3,628 9,070
Xxxxxx X. Xxxxxxxx 1,224.50 3,061.25
Xxxxxx X. Xxxxxxxx 1,224.50 3,061.25
Xxxxx X. Xxxxxxxx 100 250
Xxxxxx X. Xxxxxxxx 100 250
Xxxxxxx X. Xxxx 1,099 2,747.5
X. Xxxxx Xxxx, III 463 1,157.5
Xxxxxxx X. Xxxxx 829 2,072.5
Xxxxx X. Xxxxxx, Xx. 332 830
Xxxxxx X. Xxxxxxx 400 1,000
Xxxxxxxxxxx Xxxxxxxx 400 1,000
Xxxxx X. Xxxxxxx 200 500
Total shares
Total Shares received in Exchange
Outstanding 10,000 25,000
------ ------
20
Shares Held in
Subsidiary Corporation Shares of Common
or Percentage Interest Stock of Holding
in Subsidiary Limited Company to received
Shareholders Partnership in Exchange
------------ ----------- -----------
F&H RESTAURANT CORP.
Xxxxx X. Xxxxxxx 500 25,000
Xxxx Xxxxxxxx 70 3,500
Xxxxx Xxxxxx 35 1,750
Xxxx Xxxx 35 1,750
Max Sheets 35 1,750
Xxxxx Xxxxxxx 32.75 1,637.5
Xxxx Xxxxx 32.75 1,637.5
Xxxx Xxxx 32.75 1,637.5
Xxxx Xxxxxx 32.75 1,637.5
Xxx Xxxxx 00 1,250
Xxx Xxxxxx 4 200
Xxxxx Xxxxxxx 4 200
Xxxxxx Xxxxxxx 4 200
X.X. X'Xxxxxxx 5 250
Xxx Xxxxxx 5 250
Xxxx Xxxxx 5 250
Xxxx Xxxxxxx 5 250
Xxx Xxxxxxx 5 250
Xxxxx Xxxxx 12.5 625
Xxx Xxxxxxx 25 1,250
Xxx Xxxxxxxx 12.5 625
Xxx Xxxxxxx 5 250
Xxx Xxxxxxx 3.5 175
Xxxx XxXxxxxx 1.5 75
Xxxx Xxxxx 2 100
Xxxxx Xxxxxxxxxxx 0 000
Xxxx Xxxxx 6.88 344
Xxxxx Xxxxxxx 3.5 175
Xxxx Xxxxxxxx 2.5 125
Xxx Xxxxxxx 6.88 344
Xxxx Xxxxx 2 100
Xxxxxx Xxxx 1 50
Xxxx Xxxxx 1.5 75
Reg Redding 1.5 75
Xxxxx Xxxxxx 1 50
Xxxxx Xxxxx 1 50
Xxxxx Xxxx 1 50
Xxxx Xxxxxx 1 50
Xxxxxx Xxxxxx 2.5 125
Xxxxx Xxxxxxx 7.48 374
Xxxx Xxxxxx 6.88 344
Xxxxx Xxxxxxx 6.88 344
Xxxxxx Xxxxxxx 5 250
Xxxxxxxx Xxxxxxx 3.5 175
Xxxx Xxxxxxxxxx 3.5 175
Xxxxx Xxxxxx 1.5 75
Xxxxxxxxx Xxxxxx 1 50
Total shares
Total Shares received in Exchange
Outstanding 1,000 50,000
----- ------
21
Shares Held in
Subsidiary Corporation Shares of Common
or Percentage Interest Stock of Holding
in Subsidiary Limited Company to received
Shareholders Partnership in Exchange
------------ ----------- -----------
FOX & HOUND, INC.
Xxxx Xxxxxxxx 250
Xxxxx Xxxxxxxx 750
Total Shares
Outstanding 1,000
-----
Combined total of
shares received in
Exchange relating to
FOX & HOUND II, INC. Fox I and Fox II
Xxxx Xxxxxxxx 100 1,047
Xxxxx Xxxxxxxx 900 5,203
Total shares
Total Shares received in Exchange
Outstanding 1,000 6,250
----- -----
X. XXXXXXX ENTERTAINMENT,
LTD.
505 ENTERTAINMENT, LTD.
MIDWAY ENTERTAINMENT, LTD.
F&H DALLAS, L.P.
Organized Capital, Inc. 6.5856% 6,585
United II Strategic
Trading, Inc. 6.8031% 6,803
Xxxx Xxx 0.9925% 993
Fox II General Partnership 0.5363% 536
Xxxxxxx Xxxxxxx 0.0786% 79
Xxxxx Xxxxxxxx 0.0688% 69
Kemjen Enterprises, Inc. 1.3750% 1,375
Xxxxx Xxxxxxx 0.3438% 344
Xxxxx and Xxxxxx Xxxx 0.5913% 591
Xxxxx Xxxxxx 0.2063% 206
Xxxxx XxXxxxx 0.1375% 000
Xxx Xxxxx X General
Partnership 1.0312% 1,031
Total shares
received in Exchange
18,750
------
