Ex-2.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("AGREEMENT"), dated as of March 11, 2004, by
and among ROO GROUP, INC., a Delaware corporation with an address at 00 Xxxxx
Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "PURCHASER") , and the
shareholders of Reality Group Pty Ltd., a corporation incorporated under the
laws of Australia with an address at 00 Xxxxxxx Xxxxxx, Xx Xxxxx 0000 ("RGP"),
who are signatories hereto (collectively, the "SELLERS").
RECITALS
WHEREAS, the Sellers own in the aggregate one hundred (100) shares of
common stock of RGP, which constitute 100% of the issued and outstanding shares
of common stock of RGP;
WHEREAS, the Purchaser wishes to purchase from the Sellers, and each of
the Sellers wishes to sell, an aggregate of eighty (80) ordinary shares in the
capital of RGP or such number of shares in the capital of RGP that shall
constitute 80% of the issued and outstanding shares on issue in the capital of
RGP (the "SHARES"); and
WHEREAS, the Sellers wish to grant an option to the Purchaser to
purchase the remaining twenty (20) shares of common stock of RGP or such number
of shares as shall constitute 20% of the issued and outstanding shares of common
stock of RGP (the "OPTION SHARES") pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereby agree as follows:
1. SALE OF SHARES; EXCHANGE RATIO. Subject to and upon the terms
and conditions set forth in this Agreement, the Sellers hereby sell, transfer,
convey, assign and deliver to the Purchaser title to the Shares in exchange for
an aggregate of eight million and three hundred and sixty thousand (8,360,000)
shares of common stock, par value $.0001 per share, of Purchaser (the "EXCHANGE
SHARES"). Such Exchange Shares shall be restricted securities as that term is
defined in the Securities Act of 1933, as amended (the "SECURITIES ACT").
Each of the 80 Shares shall be exchanged for 104,500 Exchange Shares,
or (if other than 80 shares of common stock of RGP shall constitute 80% of the
issued and outstanding shares of common stock of RGP) such other number of
Exchange Shares as shall be determined by dividing 8,360,000 by the number of
issued and outstanding shares of common stock of RGP that shall constitute 80%
of the issued and outstanding shares of common stock of RGP (the "EXCHANGE
RATIO").
All references in this Agreement to specific number of Exchange Shares
or the values applied to the calculation of the Share Variance (see Section 6)
are based on the capital structure of the Purchaser at the date of this
Agreement. If the Purchaser undergoes a restructure of its share capital at any
time, then the number of Exchange Shares referred to in this Agreement and/or
the values used in the calculation of the Share Variance shall be adjusted pro
rata by reference to that restructure so, for example, that the number of
Buy-back Exchange Shares paid by the Sellers in consideration of the exercise of
the Buy-back Option (see Section 7) shall represent the same proportion of the
total number of Exchange Shares issued to the Seller pursuant to this Agreement
as the number held by the Sellers at the time the Buy-back Option is exercised
and the amount payable by the Purchaser on the enforcement of the Value
Guarantee shall in aggregate be the same amount that would have been payable by
it if the restructure had not occurred.
2. CASH PAYMENT. As additional consideration for the Shares, the
Purchaser shall make a one-time cash payment of an aggregate of A$200,000 to the
Sellers (the "CASH PAYMENT"), to be divided proportionally to
each Seller based on the Seller's current ownership percentage in RGP, on or
before September 30, 2004. For the avoidance of doubt, the Cash Payment shall be
non refundable.
3. OPTION. As additional consideration for the Exchange Shares,
the Sellers hereby grant to the Purchaser an option (the "OPTION") to purchase
all or any part of the Option Shares upon mutually agreed upon terms, which
shall be negotiated in good faith. Notwithstanding the foregoing, the Option
shall be exercisable by the Purchaser on each of July 30, 2004, January 30,
2005, July 30, 2005 and January 30, 2006 and shall expire on March 5, 2006 (the
"OPTION PERIOD").
4. DELIVERY. At or prior to the closing of the transactions
contemplated by this Agreement:
(a) Delivery of Shares:
(i) the Sellers shall deliver to the Escrow
Agent (as hereinafter defined) certificates evidencing the Shares
together with transfer forms executed by the Sellers as required by the
Corporations Act and the constitution of RPG; and
(ii) the Escrow Agent will arrange for the
Purchaser to execute the share transfers referred to above and shall
deliver the executed share transfers and certificates evidencing the
Shares to the company secretary of RPG;
(iii) the Sellers will ensure that the share
register of RGP is amended to note the transfer of ownership of the
Shares by the Sellers to the Purchaser and that share certificates are
issued in the name of the Purchaser;
(iv) the Sellers will cause RGP to deliver the
certificates evidencing the ownership of the Shares by the Purchaser to
the Escrow Agent;
(v) the Purchaser will deliver to the Escrow
Agent a transfer form duly endorsed in blank for transfer or
accompanied by stock powers with the signatures of the holders
appropriately notarized, as appropriate
(b) Delivery of Exchange Shares:
(i) the Purchaser shall deliver to the Escrow
Agent the Exchange Shares, registered in amounts and in the names of
the shareholders of RGP listed on SCHEDULE 4 annexed hereto.
The Escrow Agent will, upon satisfaction of the conditions set forth in this
Agreement, deliver the Shares to the Purchaser and the Exchange Shares to the
Sellers. For the avoidance of doubt, the Escrow Agent shall not deliver the
Shares to the Purchaser until the expiration of the Guarantee Period and may
only deliver the Shares at that time if it has not received notice from the
Sellers (or any of them) objecting to the delivery. If (A) the Sellers exercise
their Buy-back Option (as defined in section 7), (B) a Reversion Event (as
defined in section 6(f)) occurs, or (C) if the Purchaser defaults in the event
the Value Guarantee is enforced by the Sellers (as set out in section 6(a)) the
Escrow Agent shall deliver the appropriate number of Shares and the transfer
documentation held by it to the Sellers.
5. ESCROW AGENT. Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP,
the Purchaser's counsel ("GSK"), shall act as the escrow agent (the "ESCROW
AGENT") for the purposes of this Agreement.
a. DUTIES OF ESCROW AGENT. The Escrow Agent shall have no
duties or obligations other than as stated in this Agreement and shall be
protected in acting upon any affidavit, notice, document or other communication
from the Purchaser or the Sellers (or their respective counsel, employees or
agents), which the
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Escrow Agent, in good faith, believes to be valid or genuine and to have been
signed and presented by the Purchaser or the Sellers (or their respective
counsel, employees or agents).
b. LIABILITY OF ESCROW AGENT. The Escrow Agent shall have no
liability whatsoever arising from any of its actions or omissions hereunder
except for willful misconduct or gross negligence. The Purchaser and the Sellers
jointly and severally agree to indemnify the Escrow Agent against any and all
costs, expenses, fees (including attorneys' fees) and charges incurred in
connection with the holding or transfer of the Shares and the Exchange Shares.
6. VALUE GUARANTEE. (a) The Purchaser guarantees (the
"GUARANTEE") that the Sellers will be able to sell the Exchange Shares, pursuant
to the volume restrictions set forth in Rule 144, for greater than or equal to
US$0.30 per share for a period of twelve months after the Sellers have satisfied
the Rule 144 holding period and the Exchange Shares are eligible for resale (the
"GUARANTEE PERIOD"). The foregoing Guarantee is predicated upon the assumption
that the Sellers will be able to sell the greater of (a) 1/4 of their respective
Exchange Shares per quarter of the Guarantee Period or (b) such maximum number
of Exchange Shares permissible under the volume restrictions of Rule 144 per
quarter of the Guarantee Period (the "QUARTERLY ALLOTMENT"). If the Sellers do
not sell their Quarterly Allotment during any one quarter of the Guarantee
Period, the Guarantee shall not be effective for that number of shares not sold
during that quarter of the Guarantee Period.
(b) For the avoidance of doubt, if the Sellers (or any of
them) wish to sell their respective Quarterly Allotments (or any part of it),
they must first offer the Exchange Shares they wish to sell to the Purchaser or
its nominee in accordance with the provisions of clause 8.
(c) In the event that the Sellers are unable to sell the
Exchange Shares for greater than or equal to US$0.30 per share during the
Guarantee Period, a share variance (the "SHARE VARIANCE") shall be determined
based on the difference between (a) the number of Exchange Shares to be sold
multiplied by US$0.30 per share and (b) the number of Exchange Shares to be sold
multiplied by the closing sale price of the Exchange Shares on the trading day
immediately prior to the day that a Seller notifies the Purchaser of its
enforcement of the Guarantee. For example, if a Seller wishes to sell 100,000
Exchange Shares and the closing sale price for the Exchange Shares was US$0.15
per share, then the Share Variance shall equal (a) 100,000 x US$0.30 minus (b)
100,000 x US$0.15, which equals US$15,000.
(d) In the event that a Seller enforces the Guarantee, the
Purchaser, in its sole discretion, may pay the Share Variance to the Seller in
one of the following ways:
(1) in cash;
(2) the Purchaser shall authorize the Escrow Agent to
return to the Sellers on a pro rata basis that amount
of Shares, based on a share valuation of US$20,900 per
RGP ordinary share, that shall constitute the Share
Variance; or
(3) if mutually agreeable to the Sellers, in shares of
common stock of Purchaser based on the average closing
sale price of shares of common stock of the Purchaser
during the previous fifteen (15) trading days.
(e) If during the Guarantee Period, (i) the Purchaser
undergoes a voluntary or involuntary dissolution, liquidation or winding up or
(ii) the Purchaser's shares of common stock cease trading for more than 15
business days or (iii) the Purchaser's listing is removed or suspended from the
Over-the-Counter Bulletin Board for a continuous period of greater than thirty
(30) days (other than as a consequence of the quotation of the Purchaser's
securities on an internationally recognized stock exchange) (a "REVERSION
EVENT"), then the following shall occur:
(1) the Shares shall revert back to the Sellers;
(2) the Exchange Shares shall revert back to the
Purchaser;
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(3) the Option shall be revoked; and
(4) the Purchaser's nominees to the Board of RGP shall
immediately resign.
All other rights, liabilities and obligations pursuant to this Agreement shall
survive the occurrence of a Reversion Event, except for those rights,
liabilities and obligations that are directly associated with the ownership of
the Shares and the Exchange Shares.
7. BUY BACK PROVISION. During the Guarantee Period, the Sellers
shall have the option (the "Buy-back Option") to buy back an aggregate of 29
Shares, or such number of Shares as shall decrease the ownership percentage of
Purchaser in RGP to 51% (the "BUY-BACK SHARES"), from the Purchaser. The
consideration for such Buy-back Shares shall be one hundred and fourteen
thousand (114,000) Exchange Shares received for each Share (the "BUY-BACK
EXCHANGE SHARES"). The Sellers acknowledge that the Purchaser shall order the
Purchaser's transfer agent to issue such Buy-back Exchange Shares with the
proper restrictive legend. The earliest date for exercising this Buy-back
Provision is 1 September 2004.
8. LOCK-UP; RIGHTS OF FIRST REFUSAL. Each Seller hereby agrees
that it shall not, unless permitted by the Board of Directors of the Purchaser,
sell more than twenty-five percent (25%) of its Exchange Shares during any
three-month period for a period of 2 years after the effective date of this
Agreement.
Each Seller hereby grants to Purchaser or its nominee(s) a
right of first refusal with respect to the purchase of the Seller's Exchange
Shares for a period of 1 year after first date on which the Exchange Shares are
eligible for sale by the Sellers in accordance with Rule 144 or any other
applicable legislation, regulation or listing rule. In the event that a Seller
wishes to sell any of its Exchange Shares, the Seller shall provide fourteen
(14) days prior notice to the Purchaser of its intent to sell (the "NOTICE"),
which shall state the number of Exchange Shares to be sold. If the Purchaser
elects to purchase all or any portion of the Exchange Shares specified in the
Notice, the Purchaser shall notify the Seller within five (5) days of receipt of
the Notice, and such shares shall be purchased at the highest closing sale price
for the period commencing on the trading day immediately prior to the
Purchaser's receipt of notice until the trading day immediately prior to the
date on which the Purchaser gives its notice electing to purchase. The purchase
price payable for Exchange Shares transferred by the Sellers (or any of them )
to the Purchaser pursuant to this clause must be paid in immediately available
funds within ten (10) days after receipt of Notice.
9. BOARD OF DIRECTORS. As additional consideration for the
Exchange Shares, the Sellers shall cause RGP to increase the number of directors
on RGP's Board of Directors (the "BOARD") to allow the appointment of up to four
(4) nominees designated by the Purchaser to the Board. RGP's current board
membership shall remain unchanged as a result of this Agreement and the
Purchaser hereby agrees with the Sellers that the Purchaser and the Sellers
shall continue to have equal board representation until the expiration of the
Guarantee Period. In the event that the Purchaser only nominates two (2)
individuals to the Board, then the requisite number of RGP's existing board
shall execute proxies giving the Purchaser's nominees 50% of the Board vote. No
RGP company resolutions shall be passed without the Purchaser's written consent
prior to the appointment of the Purchaser's nominees to the Board. Until the
expiration of the Guarantee Period the Purchaser agrees that, unless the Sellers
agree, it will not use its majority shareholding to cause RGP to (i) sell or
significantly change its business, (ii) dispose of any material asset, (iii)
materially extend or alter the terms or amount of any debt financing, or (iv)
terminate the employment of Xxxxx Xxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx or Xxxxx
Xxxxxxxx (the "KEY EMPLOYEES") or any person that the Key Employees consider to
be a key member of RGP's staff.
10. RESTRICTION ON SALE OF SHARES BY THE PURCHASER. The Purchaser
shall not offer or negotiate, either in writing or orally, the sale of the
Shares or any Option Shares acquired by it with any other party during the
Guarantee Period.
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11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER. The
Sellers jointly and severally represent, warrant and covenant to the Purchaser
as follows:
a. NON-ENCUMBRANCE. The Sellers own the Shares free and clear
of any liens or encumbrances.
b. DUE EXECUTION; AUTHORITY. The execution, delivery and
performance by the Sellers of this Agreement are within each of the Sellers'
powers and do not violate any contractual restriction contained in any agreement
which binds or affects or purports to bind or affect any of the Sellers. This
Agreement and the transactions contemplated hereby has been approved by the
Board and the shareholders, and no other consents or approvals of any other
third parties are required or necessary for this Agreement to be so binding.
c. BINDING EFFECT. This Agreement, when executed and delivered
by Sellers, will constitute the legal, valid and binding obligations of each of
the Sellers, enforceable against each such Seller in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally.
d. ISSUANCES OF SECURITIES. The Sellers shall not allow RGP to
issue any additional shares or take any action affecting the capitalization of
RGP from the effective date of this Agreement until the consummation of the
transactions contemplated hereby.
e. EMPLOYMENT AGREEMENTS. The Sellers shall use their best
endeavours to ensure each of the Key Employees enter into formal employment
agreements with RGP within thirty (30) days of the effective date of this
Agreement. Such agreements shall be negotiated in good faith and shall contain
compensation and other terms commensurate with those terms currently provided by
RGP. In addition, such agreements shall contain non-compete terms acceptable to
the Purchaser for a period of 6 months from termination of employment. In
addition to the compensating terms negotiated in the employment agreements the
Purchaser agrees that Key Employees shall be entitled to receive an aggregate of
30% of the net profit of RPG for the period commencing on the effective date and
ending on 30 September 2004 (7 calendar months). The amounts paid pursuant to
this clause shall be paid in recognition of the work required by the Key
Employees in the transition period after change of ownership of RGP. .
f. FINANCIAL STATEMENTS, FISCAL YEAR END AND DIVIDENDS. The
Sellers shall use reasonable commercial endeavours to cause RGP to prepare
audited financial statements for the year ended December 31, 2003 within 30 days
after the execution of this Agreement. The Sellers shall also cause RGP to
change by Board action the fiscal year end of RGP to the 31st of December for
subsequent years. The Purchaser hereby acknowledges that RPG will declare a
dividend payable to the Sellers (being the registered shareholders for the year
ended December 31, 2003) based on audited accounts for the period ended 31
December 2003
Interim dividends will be declared for the 2 month period to
29 February 2004 to shareholders registered on that date and for the 7 month
period to 30 September 2004 to shareholders registered on that date..
g. DISCLOSURES: RPG has complied with all applicable
legislation, regulation and listing rules in respect to the disclosure of
financial and other information. The Sellers are not aware of any material
adverse information with regard to RPG or its shares which has not been
disclosed to the Purchaser.
12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
The Purchaser represents, warrants and covenants to the Sellers as follows:
a. EXCHANGE SHARES. The Exchange Shares shall be validly
issued, fully paid, non-assessable, not subject to pre-emptive rights, and have
been issued in compliance with all state and federal securities laws or other
applicable law.
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b. EXECUTION, DELIVERY, AUTHORIZATION, APPROVAL AND
PERFORMANCE OF AGREEMENT. The execution, delivery and performance by Purchaser
of this Agreement are within the Purchaser's powers and do not and will not
conflict with or constitute a default, breach or violation under any provision
of applicable law or regulation or of any agreement, judgment, injunction,
order, decree or other instrument binding upon Purchaser or to which his
properties are subject. This Agreement, when executed and delivered by
Purchaser, will constitute the legal, valid and binding obligation of Purchaser
enforceable against the Purchaser in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors' rights
generally. This Agreement and the transactions contemplated hereby has been
approved by the Purchaser's Board of Directors, and no other consents or
approvals of any other third parties are required or necessary for this
Agreement to be so binding.
c. DISCLOSURES: The Purchaser has complied with all applicable
legislation, regulation and listing rules in respect to the disclosure of
financial and other information. The Purchaser is not aware of any material
adverse information with regard to the Purchaser or its shares which has not
been disclosed to the Sellers.
13. MISCELLANEOUS.
a. AMENDMENTS, ETC. No amendment of any provision of this
Agreement shall in any event be effective unless the amendment shall be in
writing and signed by each of the parties to this Agreement, and no waiver nor
consent to any departure by any party therefrom shall in any event be effective
unless such waiver or consent shall be in writing and signed by the party
waiving or consenting to such provision, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.
b. ACCOUNTING. The parties agree that for accounting purposes
the effective date of the stock purchase shall be the 1st of March 2004.
c. SHARE OWNERSHIP. The Purchaser reserves the right to
substitute the share ownership in RGP to a wholly owned subsidiary of the
Purchaser and the Sellers hereby consent to such substitution, provided that
prior to any transfer of ownership of the Shares occurring the substituted
entity must execute a deed pursuant to which it agrees (i) to assume the
obligations of the Purchaser set out in sections 9 (Board of Directors) and 10
(Restrictions on Sale of Shares by the Purchaser) of this Agreement; and (ii)
that if it ceases to be a wholly-owned subsidiary of the Purchaser it will
immediately transfer back to the Purchaser all of its right, title and interest
in the Shares (unless the Sellers agree otherwise at that time).
d. NOTICES, ETC. All notices and other communications provided
for hereunder shall be in writing (including telegraphic, facsimile, telex or
cable communication) and mailed, telegraphed, telecopied, telexed, cabled or
delivered:
(1) if to the Purchaser:
ROO Group, Inc.
00 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx, President
Tel: (00) 000 000 000
Fax: (00000) 0000000000
With a copy, which shall not constitute notice, to:
Xxxxxxx, Savage, Kaplowitz, Wolf &
Marcus, LLP
000 X. 00 Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Attention: Xxxxxx X. Xxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
(2) if to the Sellers:
Reality Group Pty Ltd. 2003 Shareholders
X/X Xxxxxxx Xxxx
Xxxxx 0, 000 Xxxxxx Xxxxxx
Xxxxxxxxx XXX 0000
Attention: Xxxxxx Xxxxxxxx
Tel: (000) 0000 0000
Fax: (000) 0000 0000
(3) if to the Escrow Agent:
Xxxxxxx, Savage, Kaplowitz, Wolf &
Marcus, LLP
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
or, as to any such party, at such other address as shall be designated by such
party in a written notice to the other parties.
e. NO WAIVER; REMEDIES. No failure on the part of the
Purchaser or the Sellers to exercise, and no delay in exercising, any right
under this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise thereof be the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
f. SURVIVAL OF AGREEMENTS, ETC. The representations,
warranties, covenants and provisions contained in this Agreement shall survive
the date hereof and the purchase of the Shares by the Purchaser hereunder.
g. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.
h. INTEGRATION. This Agreement sets forth the entire
understanding of the parties hereto with respect to all matters contemplated
hereby and thereby supersedes any previous agreements and understandings among
them concerning such matters. No statements or agreements, oral or written, made
prior to or at the signing hereof, shall vary, waive or modify the written terms
hereof.
i. BINDING EFFECT; GOVERNING LAW. This Agreement shall be
binding upon and inure to the benefit of the Sellers and the Purchaser and their
respective successors and assigns, except that neither the Sellers nor the
Purchaser may assign this Agreement, or the rights or obligations hereunder,
without the prior written consent of the other party. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements and instruments executed and performed in the State of
New York.
j. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute but one and
the same agreement.
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k. CONFIDENTIALITY. The parties hereto agree to keep all
negotiations regarding this Agreement confidential.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have duly executed this
Agreement on the date first written above.
PURCHASER:
ROO GROUP, INC.
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer
SELLERS:
/s/ Xxxxx Xxx
------------------------------------
Xxxxx Xxx - Truistic Pty Ltd atf
Xxx Investment Trust
/s/ Xxxxxxx Xxxxxx
------------------------------------
Xxxxxxx Xxxxxx - atf the Bollen
Investment Trust
/s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx - atf the Xxxxxxx
Investment Trust
/s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx - atf the X. Xxxxxxxx
Investment Trust
For purposes of Sections 1, 4, 5 & 12 only:
ESCROW AGENT:
XXXXXXX, SAVAGE, KAPLOWITZ, WOLF &
MARCUS, LLP
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx,
Title: Partner
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SCHEDULE 4
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NUMBER OF EXCHANGE
SELLER SHARES
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Truistic Pty Ltd atf Xxx Investment Trust 3,344,000
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Xxxxxxx Xxxxxx atf the Bollen Investment Trust 3,344,000
---------------------------------------------------- ---------------------------
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Xxxxx Xxxxxxx atf the Xxxxxxx Investment Trust 836,000
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Xxxxx Xxxxxxxx atf the K Davidson Investment Trust 836,000
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