ASSET PURCHASE AGREEMENT
This AGREEMENT made this 1st day of June, 2000, by and between Tech
Laboratories, Inc., a New Jersey corporation having its principal place of
business at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx 00000 ("Tech Labs"),
Tech Labs Community Networks of the Southeast, Inc., a Delaware corporation
having its principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxx
Xxxxxx 00000 ("TL Southeast" or "Purchaser"), m3communications, Inc., a Florida
corporation having its principal place of business at 000 Xxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxx 00000 ("Seller") and the shareholders of the Seller set forth
on Schedule A (the "Selling Shareholders"). Each of Tech Labs, TL Southeast, the
Seller and the Selling Shareholders are individually referred to as a "Party"
and collectively as the "Parties."
WITNESSETH:
WHEREAS, Tech Labs is in the business of providing telecommunications
distribution and management equipment; and
WHEREAS, the Seller has entered into certain contracts to provide
telecommunications services to property developments (the "Property Contracts")
and certain assets (the "Assets"); and
WHEREAS, Tech Labs' wholly owned sub-subsidiary, TL Southeast, has the
exclusive authority to develop the Tech Labs' business of providing
telecommunications services to property developments to customers in the States
located in the Territory (as defined below); and
WHEREAS, the Seller desires to sell and assign to TL Southeast the Property
Contracts and the Assets, and Tech Labs and TL Southeast desire to purchase and
have the Property Contracts assigned to TL Southeast as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. Purchase and Sale at the Closing.
1.1. On the terms and subject to the conditions provided in this Agreement,
at the "Closing" (as hereinafter defined), Seller shall convey, sell, transfer,
assign, and deliver to TL Southeast, and Tech Labs shall purchase and TL
Southeast shall accept, all the right, title, and interest in the Property
Contracts and the Assets, which are all set forth on Schedule B, annexed hereto
and made a part hereof.
1.2. The Property Contracts and Assets shall be acquired free and clear of
any liens, claims, and encumbrances.
1.3. The transfer of the Property Contracts and Assets as herein provided
shall be effected by bills of sale, assignments and other instruments of
transfer and conveyance delivered to TL Southeast on the Closing Date in form
sufficient to transfer the Property Contracts and Assets as contemplated by this
Agreement and as shall be reasonably requested by TL Southeast.
2. Assumption of Contract Obligations. On the Closing Date, TL Southeast
shall assume all the liabilities and contractual obligations of the Property
Contracts and Assets.
3. Consideration. In consideration for Seller's transfer of the Property
Contracts and Assets to Tech Labs' wholly-owned sub-subsidiary, TL Southeast,
Tech Labs shall pay to the Seller as follows:
3.1. Twenty-five thousand (25,000) shares of the common stock of Tech Labs
which, at the time of Closing, will be duly authorized, validly issued, fully
paid, and non-assessable, and which shall be delivered to Seller at Closing
pursuant to a stock representation letter (the "Stock Representation Letter")
executed by Tech Labs and Seller; providing, among other things, that the sale
of the shares is not registered under the federal securities laws and the shares
are being purchased for investment purposes and not with a view toward resale.
3.2. Warrants to purchase one hundred thousand (100,000) shares of common
stock of Tech Labs, exercisable within three (3) years from the Closing Date at
an exercise price equal to the closing price of Tech Labs' common stock on the
Closing Date, which shall be delivered to Seller at Closing pursuant to a
warrant agreement (the "Warrant Agreement");
3.3. Twenty percent (20%) of the shares of common stock of TL Southeast
which, at the time of Closing, shall be duly authorized, validly issued, fully
paid, and non-assessable, and which shall be delivered to Seller at Closing and
will bear the customary restrictive legend against transfer and a legend stating
that the shares are subject to the terms of a certain shareholders' agreement
dated _______, 2000 by and between Tech Labs Community Networks, Inc.
("Community Networks"), a wholly owned subsidiary of Tech Labs and parent
corporation of TL Southeast, TL Southeast and m3 (the "Shareholders'
Agreement"); and
3.4. In accordance with the accounting and distribution procedures to be
adopted by Xxxxxxx X. Xxxxxxxx, Xxxxx Xxxxxx and/or a member of the board of
directors of TL Southeast designated by the Seller, TL Southeast shall pay to
Seller twenty percent (20%) of the monthly "adjusted gross income", as such term
is defined under generally accepted accounting principles, generated from each
contract for telecommunications services to property developments that TL
Southeast enters into within one hundred and twenty (120) days of the date
hereof within the states of Virginia, North Carolina, South Carolina, Kentucky,
Tennessee, Georgia, Alabama, Louisiana, Mississippi and Florida (such states are
hereinafter referred to as the "Territory").
4. The Closing. The closing of the transaction contemplated by this
Agreement (the "Closing") shall be held at the offices of Stursberg & Xxxxx at
such time and date as may be agreed to by the Parties (the "Closing Date"), but
in no event later than June 9, 2000.
5. Representations and Warranties of the Seller and Selling Shareholders.
The Seller and the Selling Shareholders represent and warrant to Tech Labs and
TL Southeast that the statements contained in this Section 5 are true, correct,
and complete as of the date of this Agreement and will be true, correct, and
complete as of the Closing Date:
5.1. The Seller has the corporate power and authority to enter into this
Agreement and the agreements, as of Closing, set forth in Section 3 of this
Agreement (which agreements are hereinafter collectively referred to as the
"Selling Agreements"), and to carry-out its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
Selling Agreements, as of Closing, and the consummation of the transaction
contemplated hereby and thereby have been duly authorized by the Seller's Board
of Directors. This Agreement constitutes the valid and binding obligation of the
Seller, and the Selling Agreements, when executed and delivered, will constitute
the valid and binding obligations of the Seller and Selling Shareholders, in
each case enforceable in accordance with their terms.
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Except for the approval of the Selling Shareholders, no other corporate
proceedings on the part of the Seller are necessary to authorize this Agreement
and the Selling Agreements and the transactions contemplated hereby and thereby.
5.2. The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, and has all requisite
corporate power and authority to own, lease and operate its assets, properties
and business and to carry on its business as now being conducted.
5.3. The Seller has heretofore delivered to Tech Labs true and complete
copies of the Seller's certificate of incorporation, by-laws and currently valid
letter of good standing.
5.4. The Seller is not in violation of any applicable order, judgement,
injunction, award or decree, law, ordinance or regulation or any other
requirement of any Governmental Entity applicable to the Seller. Neither the
Seller nor the Selling Shareholders have received notice that any such violation
has been alleged or is being investigated.
5.5. The Seller has good, valid title to all Property Contracts and Assets,
and has the power to transfer, convey, and assign the Property Contracts and
Assets. The Property Contracts and Assets are free and clear of all, as
applicable, liens, claims, charges, security interests, or other encumbrances of
any nature whatsoever, including, without limitation, leases, chattel mortgages,
conditional sales contracts, collateral security arrangements, and other title
or interest retention arrangements.
5.6. To the best of Seller's and Selling Shareholders' knowledge, the
Seller is not in default under any of the Property Contracts, and has no
knowledge of any threat of cancellation or termination of the Property
Contracts. Neither the execution of this Agreement, the Selling Agreements or
the transactions contemplated by this Agreement or the Selling Agreements, will
result in a default under any of the Property Contracts, or create the right to
terminate the Property Contracts. Each of the Property Contracts is valid and in
full force and effect, and will remain and continue in full force and effect
upon the assignment thereof by Seller to Purchaser.
5.7. The Seller has the authority under the terms of each of the Property
Contracts to assign the Property Contracts as contemplated by this Agreement. By
Closing, the transfer, assignment, and delivery of the Property Contracts and
Assets to TL Southeast shall have been duly authorized by all requisite
corporate action on behalf of the Seller.
5.8. The Seller has duly and timely filed all federal, state, foreign and
other tax returns and reports required to be filed on or before the date hereof,
and has paid all taxes due and payable.
5.9. Seller, by Closing, has obtained all necessary consents and approvals
necessary to effectuate the transactions contemplated by this Agreement and the
Selling Agreements, including but not limited to the assignments of the Property
Contracts and bills of sale for the Assets.
5.10. Selling Shareholders, by Closing, have ratified and approved the
transfer and assignment of the Property Contracts and Assets, the execution of
this Agreement and the Selling Agreements and related transactions. A true and
complete copy of such shareholder resolutions has been delivered to Tech Labs.
5.11. The Seller and Selling Shareholders have been advised by counsel that
the State of Florida has repealed its so-called "Bulk Sales Laws" or "Bulk
Transfer Laws," and, accordingly, there are
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no requirements under the laws of the State of Florida to notify creditors of
the transaction contemplated by this Agreement.
5.12. Neither the execution and the delivery of this Agreement and the
Selling Agreements, nor the consummation of the transactions contemplated hereby
and thereby, will (A) violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which the Seller or any of its
properties or Property Contracts and Assets is subject or any provision of the
charter or bylaws of the Seller, or (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any third
party the right to accelerate, terminate, or cancel, or require any notice under
any agreement, contract, lease, license, instrument or other arrangement to
which the Seller is a party or by which it is bound or to which any of its
properties or Property Contracts and Assets is subject, or (C) result in the
imposition of any mortgage, pledge, lien, encumbrance, charge, or other security
interest upon any of its properties or Property Contracts and Assets, except for
encumbrances that do not in any material respect adversely detract from the
value of the property subject thereto or materially impair the operation of the
business of Tech Labs and TL Southeast.
5.13. Schedule A contains a true and complete list of all shareholders of
the Seller.
5.14. Schedule C contains a true and complete list of all parties which
have entered into non-competition agreements with Seller.
6. Representations and Warranties of Tech Labs and TL Southeast. Tech Labs
and TL Southeast represent and warrant to the Seller and Selling Shareholders
that the statements contained in this Section 6 are true, correct, and complete
as of the date of this Agreement and will be true, correct, and complete as of
the Closing Date, except as disclosed in writing to the Seller and Selling
Shareholders prior to Closing.
6.1. TL Southeast shall be on the Closing Date a corporation duly organized
and validly existing and in good standing under the laws of the State of
Delaware. TL Southeast has all requisite corporate power and authority to
carry-out the obligations of the Property Contracts and to conduct the proposed
business of TL Southeast.
6.2. Tech Labs is and shall be on the Closing Date a corporation duly
organized and validly existing and in good standing under the laws of the State
of New Jersey.
6.3. The execution, delivery and performance of this Agreement by Tech Labs
and TL Southeast have been duly authorized by Tech Labs and TL Southeast,
respectively, and will not result in a breach of any term or provision of, or
constitute a default under, any agreement or other instrument to which either
Tech Labs or TL Southeast is a party or by which either is bound. This Agreement
is binding upon and enforceable against Tech Labs and TL Southeast.
6.4. The shares of Tech Labs and TL Southeast common stock being issued and
sold pursuant to this Agreement, when paid for as set forth herein, will be duly
authorized, validly issued, fully paid and non-assessable.
6.5. Tech Labs has reserved and set aside, out of its authorized but
unissued shares of common stock, a sufficient number of shares of common stock
for issuance upon conversion of the Warrants issued pursuant to the Warrant
Agreement.
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6.6. Tech Labs represents and acknowledges that TL Southeast shall have the
right to enter into, develop and fulfill all contracts for providing
telecommunications services to property developments in the Territory; and,
provided that Seller or any affiliate or subsidiary of Seller or any of the
Selling Shareholders shall not enter into, develop or fulfill any contract for
telecommunications services to property developments in the Territory, neither
Tech Labs nor any subsidiary or affiliate of Tech Labs (with the exception of TL
Southeast) shall have the right to enter into, develop and fulfill any contract
for providing telecommunications services to property developments in the
Territory.
7. Conditions Precedent to Seller's and Selling Shareholders' Obligations.
The obligations of Seller and Selling Shareholders to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
prior to or at the Closing Date, of the following conditions:
7.1. Except as disclosed in writing to Seller and Selling Shareholders
prior to Closing, all representations, warranties and covenants made in this
Agreement by Tech Labs and TL Southeast shall be true as of the Closing Date as
fully as though such representations, warranties and covenants had been made on
and as of the Closing Date, and Tech Labs and TL Southeast shall not have
violated or shall not have failed to perform in accordance with any covenant
contained in this Agreement.
7.2. Delivery of an officer's certificate certifying the accuracy of
Seller's representations and warranties as of the Closing Date in a form
acceptable to Tech Labs, which shall include at a minimum the officer's
certification that (i) the Selling Shareholders have ratified and approved the
Agreement, and (ii) that the Seller has assigned the Property Contracts and
Assets in a manner acceptable to Tech Labs and TL Southeast.
7.3. Acceptance by Seller and Selling Shareholders of the terms set forth
in the Stock Representation Letter, the Warrant Agreement, and the Shareholders'
Agreement.
8. Conditions Precedent to Tech Labs' and TL Southeast's Obligations
The obligations of Tech Labs and TL Southeast to consummate the
transactions contemplated by this Agreement are subject to the fulfillment,
prior to or at the Closing Date, of the following conditions:
8.1. Except as disclosed in writing to Tech Labs and TL Southeast prior to
Closing, all representations and warranties made in this Agreement by Seller and
Selling Shareholders shall be true as of the Closing Date as fully as though
such representations, warranties and covenants had been made on and as of the
Closing Date, and, as of the Closing Date, neither Seller nor Selling
Shareholders shall have violated or shall have failed to perform in accordance
with any covenant contained in this Agreement.
8.2. The execution and delivery, either prior to or simultaneous with the
Closing, of the Stock Representation Letter, the Warrant Agreement, and the
Shareholders' Agreement, the Assignment, and such other documents as Tech Labs
and TL Southeast shall reasonably request.
9. Covenant Not to Compete; Nondisclosure
9.1. Noncompetition. (a) For the greater of (i) a period of one (1) year
after the Closing Date or (ii) for such period of time that Seller and Community
Networks are parties to the Shareholders' Agreement, the Seller, or Seller's
successor in interest, and Selling Shareholders, as applicable, shall not,
directly or indirectly, (1) own an interest in; or (2) participate (as an
officer, director, or in any other
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capacity) in the management, operation, or control of; or (3) perform services
as or act in the capacity of an employee, independent contractor, consultant, or
agent of any enterprise engaged, directly or indirectly, in the business of
providing telecommunication services to property developments or in competition
with any other business conducted by Tech Labs or TL Southeast except with the
prior written consent of Tech Labs; provided, however, Selling Shareholders may
(i) purchase securities, for investment purposes only, in companies listed on a
national securities exchange or actively traded over the counter so long as such
investments do not collectively, among all Selling Shareholders in the
aggregate, exceed five percent (5%) of the outstanding securities of such
companies, and (ii) individually work as an employee in a non-executive capacity
for companies providing telecommunications services so long as such individual
has no equity ownership, directly or indirectly, in such employer.
(b) For the greater of (i) a period of one (1) year after the Closing Date
or (ii) for such period of time that Seller and Community Networks are parties
to the Shareholders' Agreement, neither Tech Labs nor any subsidiary or
affiliate of Tech Labs (with the exception of TL Southeast) shall have the right
to enter into, develop, and fulfill any contract for providing
telecommunications services to property developments in the Territory.
(c) The parties agree that if either (i) the Seller and/or any of the
Selling Shareholders or (ii) Tech Labs and/or TL Southeast breach this covenant
not to compete, the other non- breaching party shall not be obligated to abide
by the covenant not to compete.
(d) The Seller, Selling Shareholders, Tech Labs, and TL Southeast further
agree that the time limitations set forth in this Section 9.1 not to compete are
reasonable.
9.2. Confidentiality. The Seller and Selling Shareholders agree not to, at
any time, directly or indirectly, use, communicate, disclose or disseminate any
and all information relating to the business and operations of Tech Labs and/or
TL Southeast or the Property Contracts.
9.3. Injunction. The Parties agree that it would be difficult to measure
the damage to Tech Labs and TL Southeast or Seller or Seller's successor in
interest (as the case may be) from any breach of Section 9 and that monetary
damages would be an inadequate remedy for any such breach. Accordingly, the
Parties agree that if there shall be a breach of Section 9, Tech Labs and/or
Community Networks or Seller or Seller's successor in interest (as the case may
be) shall be entitled, in addition to all other remedies it may have at law or
in equity, to an injunction or other appropriate orders to restrain any such
breach, without showing or proving any actual damage sustained by Tech Labs
and/or TL Southeast or Seller or Seller's successor in interest (as the case may
be).
9.4. Scope of Restriction. It is the intent of the Parties that the
covenants contained in this Section 9 shall be enforced to the fullest extent
permissible under the laws of the state in which enforcement is sought. The
Parties agree that if any one or more of the provisions of Section 9 shall be
adjudicated to be invalid or unenforceable for any reason whatsoever, said
provision shall be construed by limiting and reducing it so as to be enforceable
to the extent permissible.
10. Survival of Representations and Warranties
The representations, warranties, covenants, agreements, and
indemnification, as applicable, of each of the Parties contained in this
Agreement shall survive the Closing Date and shall be deemed to be material and
to have been relied upon by the Parties notwithstanding any investigation
heretofore or hereafter made by the Parties, or on their respective behalfs.
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11. Miscellaneous
11.1. Default. In the event a Party fails to comply with the terms of this
Agreement, any other party to this Agreement shall be entitled to (a) injunctive
relief, as a matter of right, in any court of competent jurisdiction; (b) any
other relief or remedy that may be available pursuant to this Agreement or at
law or equity.
11.2. Notices. All notices hereunder shall be in writing and be given by
registered or certified mail, postage and registration fees prepaid, or by
overnight delivery, and shall be deemed given when so mailed as follows:
If to Tech Labs and/or TL Southeast:
Xxxxxxx X. Xxxxxxxx
Tech Laboratories, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxx Xxxxxx 00000
with a copy to:
Xxxxxx Xxxxxxxxx
Stursberg & Xxxxx
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
If to the Seller and/or the Selling Shareholders:
m3communications, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx X. Shoemann
Holland & Knight
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
X.X. Xxx 0000 (Xxx 33601-1288)
Xxxxx, XX 00000-0000
The foregoing addresses may be changed by notices given in the manner set
forth in this section.
11.3. Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of New Jersey without
giving effect to the principals of the conflict of laws thereof.
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11.4. Waivers. The waiver by the undersigned of any of the provisions of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
11.5. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction and interpretation
of this Agreement.
11.6. Severability. Should any clause, section, or part of this Agreement
be held or declared to be void or illegal for any reason, all other clauses,
sections, or parts of this Agreement that can be effected without such illegal
clause, section, or part shall nevertheless remain in full force and effect.
11.7. Binding Effect; Benefits. This Agreement shall not be assigned
without the prior written consent of the Parties; provided, however, Tech Labs
and/or TL Southeast may assign this Agreement, provided that such assignment
does not circumvent or harm the interests of Seller and Selling Shareholders, as
such interests are set forth in this Agreement, to one or more of their
respective affiliates, except that Tech Labs may not assign its obligation, as
set forth in Section 3 hereof, to issue the securities to Seller, nor in anyway
affect the delivery of the remaining consideration to Seller pursuant to Section
3 hereof. This Agreement shall be binding upon and inure to the benefit of the
Parties, their heirs, personal representatives, successors, and permitted
assignees.
11.8. Interpretation of Syntax and Captions. All references made and
pronouns used herein shall be construed in the singular or plural, and in such
gender, as the sense and circumstances require.
11.9. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument. This Agreement may contain more than one counterpart of
the signature page and may be executed by the affixing of the signatures of the
Parties to one of these counterpart signature pages. All of the counterparts
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.
11.10.Execution of Documents. The Parties hereto agree to execute and
deliver, without cost or expense to any other party, any and all such further
instruments or documents and to take any and all such further action reasonably
requested by such other of the Parties hereto as may be necessary or convenient
in order to effectuate this Agreement and the interests and purposes thereof.
11.11. Submission to Jurisdiction; Venue. Any action or proceeding against
any Party hereto with respect to this Agreement shall be brought in the courts
of the State of New Jersey or of the United States of America for the District
of New Jersey, and, by execution and delivery of this Agreement, each Party
hereto hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each
Party hereto irrevocably consents to the service of process at the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such Party at its
address set forth in Section 10.2, such service to become effective 30 days
after such mailing. Nothing herein shall affect the right of any Party hereto to
serve process on any other Party hereto in any other manner permitted by law.
Each Party hereto irrevocably waives any objection which it may now have or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
court referred to above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.
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11.12. Indemnification. Seller and Selling Shareholders shall defend and
promptly indemnify Tech Labs and/or TL Southeast and save and hold them harmless
from, against, for, and in respect of, and pay any and all damages, losses,
obligations, liabilities, claims, encumbrances, deficiencies, costs, and
expenses, including, without limitation, reasonable attorneys' fees, and other
costs and expenses incident to any suit, action, investigation, claim, or
proceeding suffered, sustained, incurred, or required to be paid by Tech Labs
and/or TL Southeast resulting from any breach or failure of observance or
performance of any representation, warranty, covenant, or agreement made by
Seller and/or Selling Shareholders hereunder or relating to or as a result of
any such representation, warranty, covenant, or agreement being untrue or
incorrect in any respect.
11.13. Entire Agreement. This Agreement, including the attached Schedules
A, B and C, the Stock Representation Letter, a copy of which is attached as
Exhibit A, the Warrant Agreement, a copy of which is attached as Exhibit B, and
the Shareholders Agreement, a copy of which is attached as Exhibit C, constitute
the complete and exclusive statement of the terms and conditions between the
Parties. The Parties are not bound by any oral statements that are made outside
of this Agreement. This Agreement may not be modified or altered except by
written instrument duly executed by the Parties.
WHEREFORE, the Parties have executed this Agreement as of the date above
written.
M3COMMUNICATIONS, INC. TECH LABORATORIES, INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- -------------------------------
Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxx
President President
TECH LABS COMMUNITY NETWORKS OF
THE SOUTHEAST, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
President
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SELLING SHAREHOLDERS
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx, Trustee
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Xxxxx Xxxxxxx Revocable Trust
/s/ Xxxxx X. Xxxxxx, Trustee
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Xxxxx X. Xxxxxx Revocable Trust
/s/ on behalf of Xxxxxx Enterprises, LTD
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Xxxxxx Enterprises, LTD
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X'Xxxxxxxxxx
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Xxxxx X'Xxxxxxxxxx
/s/ Xxxx Szypulslki
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Xxxx Szypulslki
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
/s/ Xxx Xxxxx
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Xxx Xxxxx
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