ESCROW AGREEMENT
ESCROW
AGREEMENT
THIS
ESCROW AGREEMENT (as the same may be amended or modified from time to time
and
including any and all written instructions given to “Escrow
Agent”
(hereinafter defined) pursuant hereto, this “Escrow
Agreement”)
is
made and entered into as of April 7, 2006, by and among Perficient, Inc., a
Delaware corporation (the “Parent”),
Xxxxxxx Xxxxxxxx (the “Stockholder
Representative,”
and
together with the Parent, sometimes referred to collectively as the
“Parties”),
and
Continental Stock Transfer & Trust Company (the “Escrow
Agent”).
WHEREAS,
the Parties have agreed to deposit in escrow (i) certain funds and (ii) stock
certificates representing shares of common stock, par value $0.001 per share,
of
Parent (the “Parent
Common Stock”),
pursuant to that certain Agreement and Plan of Merger dated as of
April 6, 2006 (the “Merger
Agreement”)
by and
among Parent, PFT MergeCo, Inc., a California corporation and wholly owned
subsidiary of Parent (“Merger
Sub”),
Bay
Street Solutions, Inc., a California corporation, each Company Stockholder
(as
defined therein) and the Stockholder Representative, and wish such deposits
to
be subject to the terms and conditions set forth herein.
WHEREAS,
the purpose of the Escrow Account (as defined below) is to secure claims under
Article XI
of the
Merger Agreement (“Indemnification
Claims”);
and
WHEREAS,
Escrow Agent is willing to serve in such capacity on the terms and conditions
hereinafter set forth.
NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Definitions.
Unless
otherwise defined herein, each capitalized term used in this Agreement shall
have the meaning ascribed to such term in the Merger Agreement.
2. Appointment.
The
Parties hereby appoint and designate Escrow Agent as the escrow agent for the
purposes and upon the terms set forth herein, and Escrow Agent hereby accepts
such appointment and agrees to act as escrow agent hereunder for the purposes
and upon the terms set forth herein.
3. Action
by the Escrow Agent.
Notwithstanding any provision of this Escrow Agreement, the Parties acknowledge
and agree that the Escrow Agent shall not take any action required of it
pursuant to this Escrow Agreement until the Escrow Agent has received joint
written instructions by the Parent and the Stockholder Representative. The
parties further acknowledge and agree that such written instructions shall
specify the dollar amount, if any, to be distributed from the Escrowed Cash
and
the number of shares, if any, to be distributed from the Escrowed Shares
(calculated in accordance with Section 8.5).
-1-
4. Authority
of Parent.
After
the Closing, each of the parties hereto agrees that the Parent shall have
authority to settle all Indemnification Claims in accordance with Article XI
of the
Merger Agreement on behalf of the Surviving Entity, or any of the affiliates
of
the Parent or Surviving Entity. Unless the context otherwise requires, any
references to Parent contained herein shall be deemed to be references to Parent
and Surviving Entity, and each of their affiliates.
5. Deposit
of Escrowed Cash and Escrowed Shares.
5.1. At
the
closing of the transactions contemplated by the Merger Agreement (the
“Closing”),
and
upon receipt from the California Secretary of evidence of the filing of the
Agreement of Merger, the Parent shall deposit with the Escrow Agent (i) the
sum
of $630,000 (the “Escrowed
Cash”)
and
(ii) certificates for an aggregate of 56,284 shares of Parent Common Stock
(the
“Escrowed
Shares”)
to be
registered in the name of the Company Stockholders in such amounts as set forth
on Exhibit A
to this
Escrow Agreement, each to be held in accordance with the terms of this Escrow
Agreement. The Escrowed Cash and Escrowed Shares are collectively referred
to as
the “Escrow
Account.”
5.2. From
and
after the Closing the Escrow Agent shall (i) hold the Escrowed Cash, together
with all interest, dividends (other than cash dividends on Parent Common Stock),
distributions, income, or other proceeds (“Interest”)
on the
Escrowed Cash, and, subject to the terms and conditions hereof and (ii) invest
and reinvest the Escrowed Cash and the Interest thereon (the “Escrow
Fund”)
as
directed in Section 6.
5.3. At
the
Closing each of the Company Stockholders shall deliver to Parent an original
stock power endorsed by such Company Stockholder in blank (the “stock
powers”)
which
shall be held by the Escrow Agent together with the Escrowed Shares in
accordance with the terms of this Agreement.
5.4. Each
record owner of the Escrowed Shares shall be entitled to exercise all voting
rights with respect to such owner’s Escrowed Shares.
5.5. Parent
and each of the Company Stockholders agree among themselves, for the benefit
of
Parent and the Escrow Agent, that any securities or other property distributable
(whether by way of dividend, stock split or otherwise) in respect of or in
exchange for any Escrowed Shares shall not be distributed to the record owners
of such Escrowed Shares, but rather shall be distributed to and held by the
Escrow Agent in the Escrow Account. Ordinary cash dividends will be paid by
Parent directly to the Company Stockholders and not to the Escrow Agent. Unless
and until the Escrow Agent shall actually receive such additional securities
or
other property, it may assume without inquiry that the Escrowed Shares currently
being held by it in the Escrow Account are all that the Escrow Agent is required
to hold. At the time any Escrowed Shares are required to be released from the
Escrow Account to any person or entity (“Person”)
pursuant to this Agreement, any securities or other property previously received
by the Escrow Agent in respect of or in exchange for such Escrowed Shares shall
be released from the Escrow to such Person.
-2-
5.6. The
Stockholder Representative, on behalf of all of the Company Stockholders, may
at
any time deposit additional cash, or other collateral acceptable to the Parent
and the Escrow Agent, in the Escrow Account (the “Substituted
Amount”).
Upon
receipt by the Escrow Agent of the Substituted Amount, the Escrow Agent shall
release to the Stockholder Representative such number of Escrowed Shares of
equal value to the cash or other collateral. The number of Escrowed Shares
to be
released from the Escrow Account shall be determined in accordance with
Section 8.5
at such
time as the Substituted Amount is deposited into the Escrow Account.
6. Investment
of Escrow Fund.
6.1. The
Escrow Agent shall invest and reinvest the Escrow Fund in such of the following
investments as the Stockholder Representative may from time to time specify
in
writing (each a “Permitted
Investment”):
6.1.1. an
interest bearing money market account or
6.1.2. any
U.S.
Government or U.S. Government Agency security.
In
the
absence of written instructions to the contrary from the Stockholder
Representative, the Escrow Agent shall invest the Escrow Fund in the Permitted
Investment set forth in Section 6.1.1.
6.2. The
Escrow Agent will act upon investment instructions the “Business
Day”
(which
excludes Saturday, Sunday and any other day on which state banks are required
or
authorized to close in New York, New York) after such instructions are received.
As of the date when the Escrow Fund or any portion thereof is to be released
under this Agreement, the Escrow Agent shall cause the Permitted Investments
to
be converted into cash (unless the recipient of such release portion notifies
the Escrow Agent in writing that it desires to have the securities retained
and
transferred to it), and the Escrow Agent shall not be liable for any loss of
principal or income in connection therewith. Receipt, investment and
reinvestment of the Escrow Fund shall be confirmed by the Escrow Agent as soon
as practicable by account statement to each of the Parent and Stockholder
Representative, and any discrepancies in any such account statement shall be
noted by the Parent or Stockholder Representative to the Escrow Agent within
30
calendar days after receipt thereof. Failure to inform the Escrow Agent in
writing of any discrepancies in any such account statement within said 30-day
period shall conclusively be deemed confirmation of such account statement
in
its entirety, absent manifest error. For purposes of this section, each account
statement shall be deemed to have been received by the party to whom directed
on
the earlier of (i) actual receipt thereof and (ii) three Business Days after
the
deposit thereof in the United States mail, postage prepaid.
7. Release
Date.
For
purposes of this Agreement, the “Release
Date”
shall
be the day that is 364 days after the Closing Date.
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8. Administration
of Escrow Account.
Except
as otherwise provided herein, the Escrow Agent shall administer the Escrow
Account as follows:
8.1. If,
as of
the Release Date, the Escrow Agent has not received notice of any
Indemnification Claims, then (i) the Escrow Fund shall promptly (and in any
event no later than 10 business days thereafter) be released to the Company
Stockholders in accordance with each Company Stockholder’s Percentage Interest
set forth on Exhibit B
to this
Agreement, or such other proportions as may be specified in writing by the
Stockholder Representative (it being expressly acknowledged and agreed that
Parent and the Escrow Agent are entitled to rely on such specified proportions)
and (ii) the Escrowed Shares and the stock powers then held by the Escrow Agent
shall promptly (and in any event no later than 10 business days thereafter)
be
released to the Company Stockholders.
8.2. If,
at
any time on or prior to the Release Date, the Parent desires to make a claim
against the Escrow Account with respect to Indemnification Claims, then the
Parent shall, on or prior to the Release Date, deliver a written claim notice
(a
“Claim
Notice”)
to the
Stockholder Representative and to the Escrow Agent. Such Claim Notice shall
(i)
state that Parent believes that it is entitled to all or a portion of the Escrow
Account and certify that all requirements set forth in Article XI
of the
Merger Agreement with respect to such indemnification have been satisfied;
(ii)
contain a brief description of the circumstances supporting such belief; and
(iii) indicate the claimed amount of Damages necessary to satisfy such
Indemnification Claim (the “Claimed
Amount”).
The
amount to be released from the Escrow Account shall be determined in accordance
with Sections
8.4
and
8.5
below.
8.3. Within
20
days after receipt by the Stockholder Representative of a Claim Notice, the
Stockholder Representative shall deliver to the Parent and to the Escrow Agent
a
written response (the “Response
Notice”)
in
which the Stockholder Representative may: (i) agree that an amount held in
the
Escrow Account equal to the full Claimed Amount may be released from the Escrow
Account to the Parent; (ii) agree that an amount held in the Escrow Account
equal to part, but not all, of the Claimed Amount (the “Agreed
Amount”)
may be
released from the Escrow Account to the Parent; or (iii) indicate that no part
of the Claimed Amount may be released from the Escrow Account to the Parent.
Any
part of the Claimed Amount that is not to be released to the Parent shall be
the
“Contested
Amount.”
8.3.1. If
the
Stockholder Representative does not deliver a Response Notice within such 20
day
period, then the Company Stockholders shall be deemed to have indicated that
the
entire Claimed Amount may be released from the Escrow Account to the
Parent.
8.3.2. If
the
Stockholder Representative delivers a Response Notice agreeing that an amount
held in the Escrow Account equal to the full Claimed Amount may be released
from
the Escrow Account to the Parent, the Escrow Agent shall promptly following
the
receipt of the Response Notice, deliver to the Parent an amount from the Escrow
Account equal to the Claimed Amount.
-4-
8.3.3. If
the
Stockholder Representative delivers a Response Notice agreeing that an amount
held in the Escrow Account equal to part, but not all, of the Claimed Amount
may
be released from the Escrow Account to the Parent, the Escrow Agent shall
promptly following the receipt of the Response Notice deliver to the Parent
such
amount from the Escrow Account equal to the Agreed Amount.
8.3.4. If
the
Stockholder Representative delivers a Response Notice indicating that there
is a
Contested Amount, the Stockholder Representative and the Parent shall attempt
in
good faith to resolve the dispute related to the Contested Amount. If the Parent
and the Stockholder Representative shall resolve such dispute, such resolution
shall be binding on all of the Company Stockholders and the Parent and a
settlement agreement shall be signed by the Parent and the Stockholder
Representative and sent to the Escrow Agent, who shall, upon receipt thereof,
if
applicable, release such amount from the Escrow Account in accordance with
the
specific instructions provided in such agreement.
8.3.5. If
the
Stockholder Representative and the Parent are unable to resolve the dispute
relating to any Contested Amount within 45 days after the delivery of the Claim
Notice, the settlement of such Contested Amount shall take place by a binding
arbitration proceeding which shall take place in Phoenix, Arizona, unless an
alternative location is otherwise mutually agreed to by the parties, and be
conducted by an arbitrator who has not been affiliated with or engaged by either
party for a period of five years preceding the commencement of the arbitration
proceeding, and the Escrow Agent shall continue to hold the Contested Amount
until Escrow Agent receives either: (i) a written notice signed by Parent and
the Stockholder Representative, providing specific instructions regarding the
delivery of the Contested Amount, if any, to be released from the Escrow
Account; or (ii) a final arbitration decision, in accordance with the following
procedures, providing specific instructions regarding the delivery of any or
all
of such Contested Amount. The Contested Amount shall be settled in accordance
with the Expedited Procedures of the Commercial Arbitration Rules of the
American Arbitration Association. The arbitrator's decision shall relate solely
to whether the Parent is entitled to receive the Contested Amount (or a portion
thereof) from the Escrow Account pursuant to the applicable terms of the Merger
Agreement and this Agreement. The final decision of the arbitrator shall be
furnished to Parent, the Stockholder Representative and the Escrow Agent in
writing and shall constitute the conclusive determination of the issue in
question, be binding upon Parent, Surviving Entity, the Company Stockholders
and
the Escrow Agent. The prevailing party in any arbitration (which determination
shall be made by the arbitrator) shall be entitled to an award of attorneys’
fees and costs to be paid by the losing party (which determination shall be
made
by the arbitrator), and the losing party shall also be liable for all costs
of
arbitration, including, but not limited to, the compensation to be paid to
the
arbitrator in any proceeding and the transcript and other expenses of such
proceeding.
8.4. For
purposes of this Agreement, any amounts distributed to Parent from the Escrow
Account shall be satisfied equally from the Escrowed Cash and the Escrowed
Shares; provided, however, that the Stockholder Representative may direct the
Escrow Agent to make the distribution to the Parent entirely from the Escrowed
Cash, and further provided, however, that (i) any amounts distributed to Parent
from the Escrow Account related to Indemnification Claims arising from the
breach of representations, warranties and covenants contained in Section 4.06,
Section 4.08
and
Section 4.11
of the
Merger Agreement and (ii) any
-5-
Indemnification
Claims arising from Section 2.07(c)
and
Section 11.01(a)(ii)
of the
Merger Agreement shall be satisfied (A) first, from the Escrowed Cash and (B)
second, from the Escrowed Shares (to the extent the Escrowed Cash is
insufficient to satisfy such Indemnification Claims).
8.5. The
number of Escrowed Shares to be released in payment and settlement of any
Claimed Amount, Agreed Amount or all or any portion of the Contested Amount
which may be awarded to Parent pursuant to Section 8.3.4
above
shall be determined by dividing such Claimed Amount, Agreed Amount or award,
as
applicable, by the average closing sales price of one share of Parent Common
Stock as reported on the NASDAQ National Market for the thirty (30) consecutive
trading days ending on the date that is one (1) trading day immediately
preceding the release of such Escrowed Shares as adjusted as appropriate to
reflect any stock splits, stock dividends, combinations, reorganizations,
reclassifications or similar events.
9. Escrow
Agent Compensation.
Except
as hereinafter provided, Escrow Agent shall be reimbursed by Parent for all
actual out-of-pocket expenses incurred in performing the services required
hereunder. The fees of the Escrow Agent (which shall not exceed $6,000.00 in
the
aggregate) and any replacement Escrow Agent shall be paid by
Parent.
10. Limitation
of Escrow Agent's Liability.
10.1. Except
for Escrow Agent's gross negligence or willful misconduct, Escrow Agent shall
not be responsible or liable in any manner whatsoever for the sufficiency,
correctness, genuineness or validity of any instrument deposited with it, or
any
notice or demand given to it or for the form of execution of any such
instrument, notice or demand or for the identification, authority or rights
of
any person executing, depositing or giving the same or for the terms and
conditions of any instrument, pursuant to which the parties may
act.
10.2. Escrow
Agent shall not have any duties or responsibilities except those expressly
set
forth in this Agreement and shall not incur any liability: (i) in acting upon
any signature, notice, demand, request, waiver, consent, receipt or other paper
or document reasonably believed by Escrow Agent to be genuine and Escrow Agent
may assume that any person purporting to give it any notice on behalf of any
party in accordance with the provisions hereof has been duly authorized to
do
so; or (ii) in otherwise acting or failing to act under this Agreement, except
in the case of Escrow Agent's gross negligence or willful
misconduct.
10.3. Escrow
Agent shall not be bound by any modification, cancellation or rescission of
this
Agreement unless the same is in writing and signed by the other parties hereto
and a copy thereof has been received by Escrow Agent.
10.4. Escrow
Agent has executed this Agreement for the sole purpose of agreeing to act as
such in accordance with the terms of this Agreement.
-6-
10.5. Subject
to Section 9
hereof,
the parties hereto further agree to jointly and severally indemnify Escrow
Agent
from and against any and all losses, claims, damages or liabilities and
expenses, including reasonable attorney’s fees which may be asserted against it
or to which it may be exposed or may incur by reason of its performance
hereunder, except when such performance was grossly or willfully
negligent.
11. Successor
Escrow Agent.
In the
event the Escrow Agent becomes unavailable or unwilling to continue as escrow
agent under this Agreement, the Escrow Agent may resign and be discharged from
its duties and obligations hereunder by giving its written resignation to the
parties to this Agreement. Such resignation shall take effect not less than
30
days after it is given to all parties hereto; provided, however, that such
resignation shall in no event take effect before the successor to the Escrow
Agent shall have been appointed pursuant to this Section 11.
Parent
and the Stockholder Representative shall designate a successor to the Escrow
Agent prior to the expiration of such 30-day period by giving written notice
to
the Escrow Agent. The Escrow Agent shall promptly transfer all assets in the
Escrow Account to such designated successor. If no successor Escrow Agent is
designated prior to the expiration of such 30-day period, the Escrow Agent
can
apply to a court of competent jurisdiction for the appointment of a successor
Escrow Agent or for other appropriate relief. Parent may appoint a successor
Escrow Agent only with the consent of the Stockholder Representative (which
consent shall not be unreasonably withheld or delayed). The Escrow Agent shall
act in accordance with written instructions from Parent and the Stockholder
Representative as to the transfer of the Escrow Fund to a successor escrow
agent.
12. Miscellaneous.
12.1. Notice.
All
notices hereunder shall be given in accordance with the notice provisions of
the
Merger Agreement. In addition, notices to Escrow Agent shall be addressed to
it
at:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Compliance
In
addition, notices to the Stockholder Representative shall be addressed
to:
Xxxxxxx
Xxxxxxxx
0000
Xxxxxx Xxxxx Xxxxxx
Xxx
Xxxxx, Xxxxxxxxxx 00000
Phone: (000)
000-0000
Facsimile: (000)
000-0000
Email:
xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
with
a
copy (which shall not constitute notice) to:
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Xxxxxxxx,
Patch, Xxxxx & Bass LLP
Xxx
Xxxxx
Xxxxxxxx
Xxxxx
000
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attn:
Xxxx Xxxxxxxx, Esq.
Phone:
(000)
000-0000
Facsimile:
(000)
000-0000
Email:
xx@xxxx.xxx
Notices
to the Parent shall be addressed to:
Perficient,
Inc.
1120
South Capital of Xxxxx Xxxxxxx
Xxxxxxxx
0, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention: Xxxxxxx
Xxxx
Phone:
(000)
000-0000
Facsimile:
(000)
000-0000
Email:
xxxx.xxxx@xxxxxxxxxx.xxx
-8-
with
a
copy to:
Xxxxxx
& Xxxxxx LLP
Terrace
7
0000
Xxx
Xxxxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
X. Xxxxx Xxx, III, Esq.
Phone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxx@xxxxx.xxx
12.2. Successors
and Assigns.
This
Agreement shall be binding upon each of the parties hereto and each of their
respective successors and assigns, if any. Nothing in this Agreement is intended
to confer, or shall be deemed to confer, any rights or remedies upon any person
or entity other than the parties hereto and their successors and assigns. This
Agreement shall inure to the benefit of the Stockholder Representative, Parent,
Escrow Agent and their respective successors and assigns, if any, of the
foregoing.
12.3. Amendments.
This
Agreement may not be amended, modified, altered or supplemented other than
by
means of a written instrument duly executed and delivered by each of the Parent,
Stockholder Representative and Escrow Agent.
12.4. Entire
Agreement.
This
Agreement and the other agreements referred to herein set forth the entire
understanding of the parties hereto relating to the subject matter hereof and
thereof and supersede all prior agreements and understandings among or between
any of the parties relating to the subject matter hereof and
thereof.
12.5. Tax
Reporting Information and Certification of Tax Identification
Numbers.
12.5.1. The
parties hereto agree that, for tax reporting purposes, all interest on or other
income, if any, attributable to the Escrow Account or any other amount held
in
escrow by the Escrow Agent pursuant to this Agreement shall be allocable to
the
Company Stockholders in accordance with each Company Stockholder's Percentage
Interest or such other percentages as may be specified in writing by the
Stockholder Representative.
12.5.2. At
the
Closing (or as soon as reasonably practicable thereafter) Parent agrees to,
and
the Stockholders Representative agrees to cause each Stockholder to, provide
the
Escrow Agent with certified tax identification numbers for each of them by
furnishing appropriate forms W-9 (or Forms W-8, in the case of non-U.S. persons)
and other
-9-
forms
and
documents that the Escrow Agent may reasonably request (collectively,
“Tax
Reporting Documentation”).
The
parties hereto understand that, if such Tax Reporting Documentation is not
so
certified to the Escrow Agent, the Escrow Agent may be required by the Internal
Revenue Code, as it may be amended from time to time, to withhold a portion
of
any interest or other income earned on the investment of monies or other
property held by the Escrow Agent pursuant to this Agreement.
12.6. Construction.
12.6.1. For
purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include
the
feminine and neuter genders; the feminine gender shall include the masculine
and
neuter genders; and the neuter gender shall include the masculine and feminine
genders.
12.6.2. The
parties hereto agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement.
12.6.3. As
used
in this Agreement, the words "include" and "including," and variations thereof,
shall not be deemed to be terms of limitation, but rather shall be deemed to
be
followed by the words “without limitation.”
12.6.4. This
Agreement shall be construed pursuant to the laws of the State of New York
in
effect at the time of such construction without giving effect to conflicts
of
laws principles.
12.6.5. Nothing
in this Agreement shall be construed to limit or abridge the rights and
obligations of Parent, Merger Sub, the Company or the Company Stockholders
under
the Merger Agreement.
12.7. Termination.
This
Agreement shall terminate upon the earliest occurrence of any of the following
events: (i) the written agreement of all parties hereto; or (ii) upon the
delivery by Escrow Agent of all of the Escrow Account in accordance with the
terms of this Agreement; provided, however that Section 10.5
shall
survive any termination of this Agreement.
12.8. Incorporation.
The
preamble to this Agreement and all annexes, schedules and exhibits (as may
be
amended from time to time) annexed hereto are incorporated herein by reference
as if set forth herein in their entirety.
-10-
12.9. Severability.
In the
event any provision of this Agreement shall be held invalid or unenforceable
by
any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision of this Agreement and each and every other
provision of this Agreement shall continue in full force and
effect.
12.10. Waiver
of Breach.
The
waiver by any party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other or subsequent breach by any
party.
12.11. Section
Headings.
Section
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
12.12. Counterparts
and Facsimile Signatures.
This
Agreement may be executed in one or more counterparts in which event all of
said
counterparts shall be deemed to constitute one original of this Agreement.
Furthermore, this Agreement may be executed by the facsimile signature of any
party hereto, it being agreed that facsimile signature of any party hereto
shall
be deemed an ink-signed original for all purposes.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties to this Agreement have executed this Agreement
as
of the date first written above.
PARENT:
Perficient,
Inc.
By:
/s/
Xxxx
X. XxXxxxxx
Name:
Xxxx X. XxXxxxxx
Title:
Chief Executive Officer
ESCROW
AGENT:
Continental
Stock Transfer & Trust Company
By:
/s/
Xxxxx
X. XxXxxxx
Name:
Xxxxx X. XxXxxxx
Title:
CFO
STOCKHOLDER
REPRESENTATIVE:
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx
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EXHIBIT
A
ESCROWED
SHARES
|
Name
of Company Stockholder
|
Number
of
Escrowed
Shares
|
|||
|
Xxxxxx
Xxxxxx
|
8,041
|
|||
|
Xxxx
Xxx
|
8,041
|
|||
|
Xxxxx
Xxxxxxx
|
8,041
|
|||
|
Xxxxx
Heineken
|
8,041
|
|||
|
Xxxx
Xxxxxxxxxxxx
|
8,041
|
|||
|
Xxxxx
XxXxxxx
|
8,041
|
|||
|
Xxxxxxx
Xxxxxxxx
|
8,041
|
|||
|
TOTAL:
|
56,287
|
|||
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EXHIBIT
B
COMPANY
STOCKHOLDER'S PERCENTAGE INTEREST
|
Name
of Company Stockholder
|
Percentage
Interest
|
|||
|
Xxxxxx
Xxxxxx
|
14.29
|
%
|
||
|
Xxxx
Xxx
|
14.29
|
%
|
||
|
Xxxxx
Xxxxxxx
|
14.29
|
%
|
||
|
Xxxxx
Heineken
|
14.29
|
%
|
||
|
Xxxx
Xxxxxxxxxxxx
|
14.29
|
%
|
||
|
Xxxxx
XxXxxxx
|
14.29
|
%
|
||
|
Xxxxxxx
Xxxxxxxx
|
14.29
|
%
|
||
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