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EXHIBIT 4.2
SHAREHOLDERS AGREEMENT
AGREEMENT, made and entered into as of March 31, 1999, by and among each of
the persons identified as "Shareholders" on the signature pages to this
Agreement (each a "Shareholder" and together the "Shareholders") and Minnesota
Communications Group, a Minnesota non profit corporation (the "Purchaser").
WHEREAS, the Purchaser has entered into an Investment Agreement with
International Trading & Manufacturing Corporation, a Nevada corporation (the
"Company"), of even date herewith (the "Investment Agreement"), pursuant to
which the Purchaser is initially acquiring 500,000 shares of Common Stock, $.001
par value of the Company (the Common Stock being hereinafter referred to as the
"Shares") and rights to acquire up to an additional 1,000,000 Shares; and
WHEREAS, the Shareholders in the aggregate own 1,670,000 of the outstanding
Shares of the Company, and
WHEREAS, the Shareholders desire that the Purchaser consummate the
transactions contemplated by the Investment Agreement; and
WHEREAS, the execution and delivery of this Agreement by each Shareholder
is a condition to the obligation of the Purchaser to purchase any of the Shares;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Voting Agreement
(a) Board of Directors in General. Each Shareholder hereby agrees, on
behalf of itself and any person to whom such Shareholder transfers any Shares,
to vote all Shares of the Company now or hereafter owned by such Shareholder and
take such other actions (whether in the capacity as a shareholder, director or
officer of the Company) as are reasonably requested by the Purchaser (i) to
ensure the presence on the Company's Board of Directors (the "Board of
Directors"), at all times, of one person designated by the Purchaser and (ii) to
have such designee appointed as a management nominee for election to the Board
of Directors.
(b) Limitations: Each shareholder shall retain at all times the right to
vote such Shareholder's Shares in the Shareholder's sole discretion on all
matters, other than those set forth in Section 1(a) hereof, which are at any
time and from time to time presented for a vote to the Company's shareholders
generally
(c) Conditional Irrevocable Proxy. To secure each shareholder's obligation
to vote such Shareholder's Shares in accordance with the provisions of this
Agreement, each Shareholder hereby appoints Xxxxxx Xxxxx or Xxxxxxx Xxxxx,
acting individually or together
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(the "Proxy") as such Shareholder's true and lawful proxy and attorney, with
full power of substitution, to vote all of such Shareholder's Shares, in the
Proxy's sole discretion, for the election of directors as set forth in Section
1(a) hereof if (and only if) such Shareholder fails to comply with the
provisions of Section 1(a) hereof. The proxy and powers granted by each
Shareholder pursuant to this Section 1(c) are coupled with an interest and are
given to secure the performance of the Shareholders' duties under this
Agreement. Such proxy will be irrevocable for the term of this Agreement and, if
the Shareholder is an individual, will survive the death, incompetency and
disability of the Shareholder or any other individual holder of the
Shareholder's Shares and, if the Shareholder is an entity other than an
individual, will survive the merger and dissolution of the Shareholder or any
other entity holding any Shares of the Shareholder.
2. Co-Sale Rights.
(a) Except as hereinafter provided in paragraph 4 of this Agreement, each
Shareholder hereby agrees, for the term of this Agreement, not to sell for value
any of the Shares beneficially owned by such Shareholder without permitting the
Purchaser to participate as seller in such transaction such that the Purchaser
shall be entitled to sell an amount of Shares in connection with such
transaction equal to the product of (A) a fraction, the numerator of which is
the number of Shares then held by the Purchaser and the denominator of which is
the total number of Shares then held by the selling Shareholder or Shareholders
and the Purchaser, times (B) the number of Shares to be sold by the Shareholder
or Shareholders.
(b) Before accomplishing or entering into a binding contract for any sale
for value of Shares that would be covered by the right of co-sale granted by
paragraph 2(a) of this Agreement, each Shareholder hereby agrees to give the
Purchaser prompt written notice of any such proposed sale (a "Sale Proposal"),
stating the terms and conditions of such Sale Proposal in sufficient detail to
allow the Purchaser to exercise its right of co-sale. The Purchaser hereby
agrees to notify the selling Shareholder or Shareholders within 10 days of
receipt of such notice as to whether it wishes to exercise its right of co-sale
and participate in such Sale Proposal, and thereafter all negotiations leading
to the consummation of such Sale Proposal shall be conducted under the joint
control of the selling Shareholder of Shareholders and the Purchaser. Failure by
the Purchaser to respond within such 10-day period shall be deemed to be a
declination of the Purchaser's right of co-sale with respect to such Sale
Proposal, provided that (i) such Sale Proposal is fully closed and consummated
within 90 days of the expiration of such 10-day period and (ii) the terms of the
actual transaction are in all material respects the same as those set forth in
the notice given by the Shareholder(s) to the Purchaser hereunder. Failure to
meet either of the foregoing conditions shall again subject the Shares covered
by such Sale Proposal to the Purchaser's right of co-sale, each Shareholder
shall be required to give the Purchaser a new written notice with respect to
such Sale Proposal, and the Purchaser shall again have the right to participate
in such Sale Proposal if it notifies the Shareholder(s) thereof within 10 days
of receipt of such new notice.
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3. Other Transfers.
(a) Except as hereinafter provided in paragraph 4 of this Agreement,
each Shareholder hereby agrees, for the terms of this Agreement, not to transfer
or dispose of any of the Shares beneficially owned by such Shareholder in a
manner not covered by paragraph 2 of this Agreement (i.e., a transfer or
disposition other than a sale for value) without the prior written consent of
the Purchaser.
(b) Before accomplishing or entering into a binding contract for any
transfer or disposition that would require the consent referred to in paragraph
3(a) of this Agreement, each Shareholder hereby agrees to give the Purchaser
prompt written notice of any such proposed transfer or disposition (a "Transfer
Proposal"), stating the terms and conditions of such Transfer Proposal in
sufficient detail to allow the Purchaser to exercise its right of consent. The
Purchaser hereby agrees to notify the Shareholder giving such notice within 10
days of receipt of such notice as to whether it intends to consent to such
Transfer Proposal. Failure by the Purchaser to respond within such 10-day
period shall be deemed to be the consent by the Purchaser to such Transfer
Proposal, provided that (i) such Transfer Proposal is fully closed and
consummated within 90 days of the expiration of such 10-day period and (ii) the
terms of the actual transaction are in all material respects the same as those
set forth in the notice given by the Shareholder(s) to the Purchaser hereunder.
Failure to meet either of the foregoing conditions shall again subject the
Shares covered by such Transfer Proposal to the Purchaser's right of consent,
the Shareholder(s) shall be required to give the Purchaser a new written notice
with respect to such Transfer Proposal, and the Purchaser shall again have the
right to consent or withhold consent with respect to such Transfer Proposal
within 10 days of receipt of such new notice.
4. Permitted Transfers. The following sales, transfers or
dispositions shall not be covered by the right of co-sale granted by paragraph 2
of this Agreement or the right of prior consent granted by paragraph 3 of this
Agreement:
(a) any transfer or disposition of Shares without consideration in
money or money's worth, such as by gift, bequest or devise, provided, however,
that as a condition precedent to any such transfer or disposition such
transferee agrees that the right of co-sale granted by paragraph 2 of this
Agreement and the right of prior consent granted by paragraph 3 of this
Agreement shall thereafter be fully binding and enforceable against such
transferee; and
(b) (i) any sale of Shares in a public offering pursuant to a
registration statement filed under the Securities Act of 1933, as amended
(the "Act"), if such offering is underwritten on a firm commitment basis by an
underwriter, or group of underwriters represented by an underwriter or
underwriters, which is a member of the New York Stock Exchange, or (ii) any sale
of Shares in an open market transaction at such time as there shall be a bona
fide public market for the Shares, such open market transaction being pursuant
to Rule 144 (or any successor rule) under the 1993 Act.
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5. Miscellaneous.
(a) Legend. Each certificate evidencing Shares owned by the Shareholders
and each certificate issued in exchanged for or upon the transfer of any such
Shares during the term of this Agreement will be stamped or otherwise imprinted
with a legend in substantially the following form or to the following effect:
"The securities represented by this certificate are subject to the
Shareholders Agreement dated as of March 31, 1999, by and among the
original holder of such securities and certain other shareholders of
the issuer of the securities represented by this certificate, and
to a conditional irrevocable proxy granted pursuant to such agreement.
Any sale, transfer or other disposition of the securities represented
by this certificate is subject to certain rights of co-sale and
consent by virtue of such agreement. A copy of such agreement will be
furnished without charge by the issuer of the securities represented
by this certificate to the holder hereof upon such holder's written
request."
(b) Term. This Agreement will terminate and cease to be effective, and
the aforesaid legend will be removed from all certificates, upon the mutual
written consent of the parties hereto or, if earlier, the date on which the
Purchaser transfers its Shares. If the Purchaser transfers less than all of its
Shares, this Agreement will no longer apply to any Shares transferred.
(c) Successors and Assigns. Except as otherwise expressly provided in
this Agreement, this Agreement will bind any subsequent holders of Shares now
or hereafter owned by the Shareholders and will otherwise bind and inure to the
benefit of the successors and assigns of Shareholders.
(d) Remedies. The Purchaser will be entitled to enforce its rights under
this Agreement specifically, to recover damages by reason of any breach of any
provision hereof and to exercise all other rights existing in its favor. Each
Shareholder agrees and acknowledges that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that the
Purchaser may, in its sole discretion, apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief in
order to enforce or prevent any violations of the provisions of this Agreement.
(e) Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, and this Agreement will be
performed,
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construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
(f) Entire Agreement. This Agreement embodies the complete agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.
(g) Counterparts. This Agreement may be executed on separate
counterparts, each of which will be an original and all of which taken together
will constitute one and the same agreement.
(h) Choice of Law. All questions concerning this Agreement will be
governed by and interpreted and enforced in accordance with the internal law of
the State of Nevada.
IN WITNESS WHEREOF, the Shareholders and the Purchaser have executed this
Agreement on the date set forth in the first paragraph.
MINNESOTA COMMUNICATIONS
GROUP
By /s/ XXXXXX X. XXXXX
-------------------------------------
Its EVP
------------------------------------
SHAREHOLDERS
/s/ XXXXXX XXXXX
---------------------------------------
Xxxxxx Xxxxx
/s/ XXXXXXX XXXXXX
---------------------------------------
Xxxxxxx Xxxxxx
/s/ XXXXX XXXXXXX
---------------------------------------
Xxxxx Xxxxxxx
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[XXXXX & XXXXXXXXX LLP LETTERHEAD]
March 31, 1999
VIA TELECOPIER: 000.000.0000
WITH CONFIRMATION VIA U.S. MAIL
Minnesota Communications Group
000 Xxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx, Executive Vice President
Re: International Trading & Manufacturing Corporation
Dear Xx. Xxxxx:
This law firm has been requested to render opinions regarding certain aspects
of that certain Investment Agreement ("Agreement") contemplated by and among
International Trading & Manufacturing Corporation, a Nevada corporation, on the
one hand, and Minnesota Public Radio, on the other hand. All defined terms
used in this letter, to the extent not defined in this letter, shall have the
definitions and meanings specified in the Agreement.
The provisions of this letter shall be governed by and shall be interpreted in
accordance with the Legal Opinion Court of the American Bar Association Section
of Business Law (1991). The law contemplated by the provisions of this letter
is limited to the Nevada General Corporation Law.
In this law firm's capacity as counsel to the Company and for purposes of the
opinions specified in this letter, this law firm has made such legal and factual
examinations and inquiries as this law firm has determined to be necessary and
appropriate and this law firm has examined, among other items, originals or
copies identified to the satisfaction of this law firm as true and correct
copies of those records, certificates, documents, and other instruments which,
in the judgment of this law firm, this law firm has considered necessary or
appropriate to enable this law firm to render the opinions specified in this
letter. Moreover, for purposes of rendering the opinion specified in this
letter, this law firm has
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Minnesota Communications Group
March 31, 1999
Page 2
relied upon representations, warranties, and information provided to this law
firm by officers, directors, employees and other representatives of the Company
as to certain factual matters upon which the assumptions specified in this
letter are based, and this law firm has not attempted to verify independently
the veracity of the representations, warranties, and information provided to
this law firm by those officers, directors, employees and other representatives
or attempted to authenticate any of the foregoing documents. If any of these
items is false or misleading in any material respect, the opinions specified
in this letter cannot be relied upon.
In reliance solely thereon and subject to any qualifications and limitations
specified in this letter, please be informed that it is the opinion of this law
firm that:
1. The Company has the absolute and unconditional right to issue, sell
deliver and set over the Subject Shares to the Purchaser in
accordance with the provisions of the Agreement and, upon issuance of
the Subject Shares in accordance with the Agreement, the Subject
Shares will be validly issued, fully paid and non-assessable.
2. The Company is a corporation duly organized, validly existing and in
good standing pursuant to the laws of the State of Nevada. The
Company has full and complete right, power, and authority to own its
properties and assets, and to carry on its business as a Nevada
corporation.
3. The Company, and any officer, director or representative executing the
Agreement for and on behalf of the Company, has the legal capacity and
authority to enter into and deliver the Agreement. The Agreement is a
valid and legally binding obligation of the Company and is fully
enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by general principles of
equity, bankruptcy, insolvency, moratorium and similar laws relating
to creditors rights generally.
4. Assuming the due execution and delivery of the Shareholders Agreement
by each of the Shareholders, pursuant to Nevada law, the Shareholders
Agreement is a valid and legally binding obligation of each
Shareholder and is fully enforceable against each Shareholder in
accordance with its terms, except as such enforceability may be
limited by general principles of equity,
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Minnesota Communications Group
March 31, 1999
Page 3
bankruptcy, insolvency, moratorium and similar laws relating to
creditors rights generally.
5. The authorized capital stock of the Company consists of 25,000,000
shares of Common Stock, of which exactly 8,334,063 shares are issued
and outstanding on the date hereof (each a "Previously Issued Share"
and together, the "Previously Issued Shares"). Each Previously Issued
Share is fully paid and non-assessable and no Previously Issued Share
was issued in violation of the Articles of Incorporation or by-laws of
the Company, any provision of law or any pre-emptive right (or other
right) of any shareholder of the Company or any other person. No
pre-emptive right exists with respect to any capital stock of the
Company. Except as set forth on Schedule 3.1.6 to the Agreement, to the
knowledge of this law firm, the Previously Issued Shares (on the date
hereof) represent each and every equity interest of any nature in the
Company, and no person or entity of any nature holds (or is or will be
entitled to receive), including, without limitation, pursuant to any
agreement or trust, any option, warrant, convertible instrument or
security, put, call, contract or commitment of any nature whereby any
person or entity has or may receive any interest in or right to acquire
any equity interest of any nature in the Company.
6. Assuming the accuracy of the representations of the Purchaser set
forth in Section 3.2 of the Agreement, the offer, sale, issuance and
delivery of the Subject Shares to the Purchaser are exempt from the
registration and prospectus delivery requirement of the Act, and, to
the extent required, all registrations, qualifications, permits and
approvals required pursuant to applicable state securities laws for the
lawful offer, sale, issuance and delivery of the Subject Shares have
been obtained. Upon issuance of the Subject Shares in accordance with
the Agreement, the Subject Shares will be validly issued, fully paid
and nonassessable.
Statutory provisions and interpretations thereof by the various administrative
authorities and courts having jurisdiction of matters upon which the opinions
expressed in this letter are based are necessarily subject to change from time
to time. The opinions and conclusions specified in this letter are based upon
the facts and representations which have been provided to this law firm by the
officers, directors, employees and other representatives of the Company.
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Minnesota Communications Group
March 31, 1999
Page 4
This law firm expresses no opinion regarding any federal or state law not
specified expressly in this letter. In particular, and without limiting the
generality of the foregoing, this law firm expresses no opinion regarding any
secondary trading exemption pursuant to the laws of any state or other
jurisdiction. Prior to any trading of the Subject Shares, the Company must first
comply with the rules and regulations of the securities laws of the
jurisdictions in which the Subject Shares are not to be traded.
The opinions specified in this letter are effective as of the date of this
letter and are subject to change and qualification by reason of change of law,
facts (including the facts upon which the assumptions specified in this letter
are based), circumstances, lapse of time, and other matters. This law firm
expresses no opinion as to rights, obligations, or other matters subsequent to
the date of this letter, and this law firm assumes no obligation to inform you
or any other person or entity of any changes to the opinions specified in this
letter subsequent to the date of this letter. Neither this letter nor any copy
of this letter may be used or circulated by any person or entity or filed,
quoted from, or otherwise referred to or relied upon for any other purpose
without the express prior written consent of this law firm.
You are hereby cautioned that the opinions of counsel, including the opinions
specified in this letter, do not obligate (i) the Securities and Exchange
Commission, (ii) any state securities administrators or commissioners, or
(iii) federal or state courts. In the event this law firm discovers any
information which would cause this law firm to change the opinions specified in
this letter or, alternatively, in the event any state or federal agency or
court determines that the opinions specified in this letter are inconsistent
with law, this letter may be withdrawn at any time by this law firm.
Finally, your cooperation in this matter is appreciated significantly. Of
course, in the event you have questions or comments regarding this or any other
matter, please do not hesitate to contact the undersigned. Thank you.
Sincerely,
XXXXX & XXXXXXXXX LLP
/s/ XXXXX X. XXXXX
By: Xxxxx X. Xxxxx
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FUNDING MILESTONES
Prior to the first Funding Request
500 retail outlets for products of the Genius Business
Prior to the second Funding Request
300 additional retail outlets for products of the Genius Business
Prior to each subsequent Funding Request
100 additional retail outlets for products of the Genius Business over and
above the number of retail outlets at the time of the last Funding Request
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SCHEDULE 3.1.8
DE 7 EDD 99006
A0071297
1998
YEAR ENDED 12 31 98 DUE 01 01 99 DELINQUENT 02 01 99
-------- -------- --------
388 7221 4
0082-2861 99005
INTERNATIONAL TRADING &
C/O XXXXXX XXXXX PRES
0000 X XXXXXX XXXXXX
XXXXXX XXXX XX 00000
88 0344739
C. Total wages paid this year 348 500 00
D. Unemployment Insurance
(Wages to $7,000)
5.40 % x 42 000 00 2 268 00
E. Employment Training Tax
0.00 % x 00
F. Disability Insurance
(Wages to $ 31,767)
0.50 % x 159 068 00 795 34
G. California PIT Withheld 19 768 00
H. Subtotal 22 831 34
I. Less Previous Payments 22 831 34
J. Total Taxes Due or Overpaid 00
Quality Rating 4=Excellent/3=Good/2=Fair/1=Poor 4
I declare that the information herein is correct to the best of my knowledge and
belief.
REFERENCE COPY
PREPARED BY PAYCHEX DO NOT FILE
--------------------------------------------------------------------------------
Signature Title Phone Date
MAIL TO: State of California / Employment Development Department /
X.X. Xxx 000000 / Xxxxxxxxxx, XX 00000-0000
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SCHEDULE 3.1.13
STATUS OF TRADEMARK REGISTRATIONS
REGARDING BABY GENIUS REGISTRATIONS FOR PRODUCTS ALREADY BEING SOLD:
Class 025 Products: Clothing
Status: Approved by Examiner for Publication subject to short
amendment to application.
Approved for publication and issuance once publication completed.
Class 009 Products: Musical sound recordings, video recordings
Status: Approved by Examiner for Publication subject to short
amendment to application.
Approved for publication and issuance once publication completed.
Class 016 Products: Calendars, books, printed matter, etc.
Status: Approved by Examiner for Publication subject to short
amendment to application.
Approved for publication and issuance once publication completed.
Class 028 Products: Toys
Status: Approved by Examiner for Publication subject to short
amendment to application.
Approved for publication and issuance once publication completed.
REGARDING BABY GENIUS REGISTRATIONS FOR PRODUCTS FOR INTENT-TO-USE:
Class 021 Product: Potties used alone or potties used in conjunction with
toilet seats, baby bath tubs, and lunch boxes.
Approved for publication and issuance once publication completed.
Class 024 Products: bedspreads, sheets, blankets, linens, towels, etc.
Status: Approved by Examiner for Publication and issuance once
publication completed.
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Class 005 Products: baby food, vitamins, formula, etc.
Status: Approved by Examiner for Publication and issuance once
publication completed.
Class 035 Products: Cartoon character licensing
Status: Approved by Examiner for Publication subject to short
amendment to application.
Class 018 Products: Luggage, book bags
Status: Approved by Examiner for Publication and issuance once
publication completed.
REGARDING KID GENIUS REGISTRATIONS FOR PRODUCTS ALREADY BEING SOLD:
Class 025 Products: Clothing
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 009 Products: Musical sound recordings, video recordings
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 018 Products: Calendars, books, printed matter, etc.
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 028 Products: Toys
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
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REGARDING CHILD GENIUS REGISTRATIONS FOR PRODUCTS ALREADY BEING SOLD:
Class 025 Products: Clothing
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 009 Products: Musical sound recordings, video recordings
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 016 Products: Calendars, books, printed matter, etc.
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 025 Products: Toys
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
REGARDING CHILD GENIUS REGISTRATIONS FOR PRODUCTS ALREADY BEING SOLD:
Class 025 Products: Clothing
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 009 Products: Musical sound recordings, video recordings
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
Class 016 Products: Calendars, books, printed matter, etc.
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
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Class 026 Products: Toys
Status: No prior pending or issued trademarks cited by Examiner
that would preclude registration.
Approved for publication subject to short office action.
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SCHEDULE 3.1.6
HOLDERS OF 5% OR MORE OF THE ISSUED AND OUTSTANDING SHARES
Names: Amount of shares held:
------ ----------------------
Chan & Sons Ltd. 982,125
Xxxxxx Xxxxx 840,000
Gulfstream Capital Holding Ltd. 935,000
Xxxxxxx Xxxxxx 450,000
Xxxxx Xxxxxxx family: 840,000
Xxxxxx Xxxxxxx 150,000
Xxxxx Xxxxxxx 180,000
Xxxxxx Xxxxxxx 360,000
Xxx Xxxxxxx 150,000
WMA & Associates 560,000
-------
Total 4,607,125
Options outstanding:
Xxxxx Xxxxxxx 750,000
Xxxxxx Xxxxx 750,000
Xxxxxxx Xxxxxx 750,000
Xxxxx Xxxxxxx 333,000
Xxxxxx Xxxxxxx 333,000
Xxxxxxx Xxxx 40,000
Xxxxx Xxxxx 25,000
Xxxxxx Xxxx 180,000
Xxxxx Xxxxxxx 20,000
others 20,000
-------
* Company is currently negotiating with
Xxxx Xxxxxxx to xxxxx substantial options
subject to approval by the Board of Directors
Total 3,201,000
Warrants outstanding:
Xxxxx Xxxxxxxxxx Enterprises Inc. 240,000
Xxx Xxxxxxxxxx 160,000
Holders of convertible instruments:
Xxxxx Xxxxxxxxxx $100,000
200,000 shares
Xxxx Xxxxxx $100,000
200,000 shares
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ACORDIA EAST
000 Xxxxxxxx Xx., Xxxxx 000
Rale Cynwyd, Pa. 19004
FAX COVER SHEET
DATE: MARCH 29, 1999
To: ITM-Attn. Xxxx Xxxxxx
Fax: 000 000 0000
Tel:
From: Xxx Xxxxx Fax: 000 000 0000
Tel: 000 000 0000
Re: Life Insurance
Dear Xxxx,
This is to confirm that we are working with the Nahai Agency in L.A. to place
$500,000. of life insurance coverage on both you and Xxxxxx Xxxxxxx.
Thank you for this opportunity to be of further service to your company.
Sincerely,
/s/ Xxx Xxxxx
Xxx Xxxxx, CPCU, CLU
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March 29, 1999
VIA TELECOPIER: 801.277.3147
WITH CONFIRMATION VIA U.S. MAIL
Interwest Transfer Co., Inc.
0000 X. Xxxxxx Xxxxxxxx Xxxx, Xxxxx 000
X.X. Xxx 00000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Re: International Trading & Manufacturing Corporation, a Nevada
corporation
Dear Xx. Xxxxxx:
As you know, this law firm represents International Trading & Manufacturing
Corporation, a Nevada corporation ("Company"), and has provided you with
various opinion letters regarding the transfer of certain shares of that
Company's stock.
Enclosed herewith please find a copy of a Shareholders Agreement which
provides, among other things, that each certificate evidencing certain shares
of common stock ("Shares") owned by Xxxxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxx
Xxxxxxx, and each certificate issued in exchange for or upon the transfer of
any such Shares during the term of that Shareholders Agreement will be stamped
or otherwise imprinted with a legend in substantially the following form or to
the following effect:
"The securities represented by this certificate are subject to the
Shareholders Agreement dated as of March 31, 1999, by and among the
original holder of such securities and certain other shareholders of
the issuer of the securities represented by this certificate, and to a
conditional irrevocable proxy granted pursuant to such agreement. Any
sale, transfer or other disposition of the securities represented by
this certificate is subject to certain rights of co-sale and consent
by virtue of such agreement. A copy of such
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Interwest Transfer Co., Inc.
March 29, 1999
Page 2
agreement will be furnished without charge by the issuer of the
securities represented by this certificate to the holder hereof upon
such holder's written request."
Please contact the undersigned to confirm that you have stamped those shares
with the appropriate legend or, in the alternative, please advise the
undersigned as to what additional steps are necessary to effectuate same.
Finally, your time, attention and cooperation in this matter are appreciated
significantly. Of course, if you have questions or comments regarding this or
any other matter, please do not hesitate to contact me. Thank you.
Sincerely,
XXXXX & XXXXXXXXX LLP
By: Xxxxxx X. Xxxxx, Xx.
TES:kl
