AGREEMENT FOR THE PURCHASE OF SHARES OF CAPITAL STOCK OF CAROLINA AIR CHARTER INCORPORATED
Exhibit
10.14
AGREEMENT
FOR THE PURCHASE OF
SHARES
OF CAPITAL STOCK OF
CAROLINA
AIR CHARTER INCORPORATED
THIS AGREEMENT FOR THE PURCHASE OF
SHARES OF CAPITAL STOCK OF CAROLINA AIR CHARTER, INC., (the “Agreement”) made
this _____________ day of March 2008, by and between Carolina Air Charter, Inc.,
a North Carolina corporation (“CAC”), the security holders of CAC (the
“Sellers”), River Hawk Aviation, Inc., a publicly traded Nevada corporation
(“River Hawk”), and for the purpose of setting forth the terms and conditions
upon which the Sellers will sell to River Hawk one hundred percent (100%) of
CAC’s issued and outstanding capital stock and capital stock equivalents
(hereinafter defined).
WITNESSETH:
WHEREAS,
the Sellers and River Hawk shall appoint Insured Aircraft Title Service, or such
other escrow agent acceptable to, and for the benefit of, both
parties, to manage the transfer of consideration received from River Hawk for
the sale of the Capital Stock (hereinafter defined) of CAC. The
parties shall mutually approve and equally bear all expenses in connection with
the escrow agent
NOW,
THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, the parties herewith agree as
follows:
ARTICLE
I
SALE
OF SHARES OF CAPITAL STOCK
1.01 Sale of
Shares. Subject to the terms and conditions of this Agreement,
the Sellers agree to sell to River Hawk, pursuant to Section 4(2) of the
Securities Act of 1933 (the “Securities Act”), one hundred percent (100%) of the
total issued and outstanding capital stock, securities convertible into capital
stock and all capital stock equivalents of CAC as of the date first written
above (herein collectively referred from time to time as the “Capital Stock”),
and River Hawk agrees to purchase the Capital Stock for a total of Four hundred
twenty-five thousand and 00/100 US Dollars ($425,000.00) (the “Purchase Price”)
subject to the covenants stated in Section 5.01 and 5.02 of Article V and to the
terms and conditions of this Agreement, generally. The Purchase Price
shall be payable as follows:
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(i)
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Three
hundred fifty-thousand Dollars ($350,000.00) upon Closing (defined below),
and
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(ii)
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Seventy-five
thousand Dollars ($75,000) upon River Hawk’s receipt of the City of
Concord’s and/or Concord Regional Airport’s consent to this Agreement is
delivered to Insured Aircraft Title Service, or such other acceptable
escrow agent, to the extent such extent is
required.
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1.02 Escrow
Agent. The Sellers and River Hawk appoint, at their mutual
approval and equal expense, Insured Aircraft Title Service as escrow or such
other escrow agent acceptable to both parties (the “Escrow Agent”), to
coordinate the delivery of the Capital Stock, all certificates, corporate books
and records thereto (the “Original Documents”), and distribution of the funds
received for the sale of the Capital Stock.
1.03 Exchange. It
is agreed that the Purchase Price will be transferred to the Escrow Agent by
River Hawk as payment in full balance of the Purchase Price prior to, or upon,
the (defined below) Date, in exchange for the Capital Stock purchased
by way of this Agreement. The Capital Stock delivered to River Hawk
by CAC shall be at the time of transfer held in the name(s) and denomination(s)
as detailed in Schedule A,
consisting of all the current shareholders of CAC and their number of their
respective shares, attached hereto (which shall show 100% of the issued and
outstanding Common Stock of CAC), and the Original Documents (defined herein)
shall be transferred to, and shall remain with the Escrow Agent until the
transaction closes at which point an the Escrow Agent (i) shall forward the
Capital Stock and the Original Documents to River Hawk along and (ii) shall
transfer the Purchase Price to CAC’s designated account or, in the alternative,
(iii) such exchange shall occur at the direction of the Escrow
Agent.
1.04 Opening of
Escrow. Upon both the signing of this Agreement and the
receipt, by the Escrow Agent, of payment of the Purchase Price, the escrow shall
be opened and in effect.
1.05 Date of
Closing. The Closing (hereinafter defined) will take place on
or before March 18, 2008 (the “Closing Date”), under the terms described in
Article IV of this Agreement.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
The CAC and the Sellers hereby
represent and warrant to River Hawk, the following:
2.01 Organization. CAC
is a corporation duly organized in the State of North Carolina and has all
necessary corporate powers to conduct business. All actions taken by
the incorporators, directors and/or shareholders of CAC have been valid and in
accordance with the laws of the State of North Carolina.
2.02 Capital. The
authorized capital stock of CAC currently consists of 20,000 shares of Class A
Voting common stock, with no par value (“Class A Voting”), and 80,000 shares of
Class B Non-Voting common stock, with no par value (“Class B Non-Voting”)
(collectively, the Class A Voting and Class B Non-Voting are referred to as the
CAC’s “Capital Stock”). At the Closing, one hundred percent (100%) of
the all of the outstanding Capital Stock shall be transferred to River
Hawk. Additionally, upon Closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating CAC to issue or to transfer from treasury
any additional shares of its Capital Stock. Furthermore, the Sellers
represent that they have title to, or the authority to direct, all outstanding
shares of Capital Stock as fully paid and non-assessable and in accordance with
the State of North Carolina corporate law and the applicable securities laws of
the United States.
2.03 Financial
Statements. Documents provided to River Hawk will include the
last compilation of balance sheets and the related statements of income and
retained earnings as reviewed by CAC’s certified public accountant,
or the last completed balance sheets and the related statements of income and
retained earnings prepared by management, as reviewed by
CAC’s certified public accountant for the period then
ended. The financial statements have been prepared in accordance with
generally accepted accounting principles consistently followed by CAC throughout
the course of its business, and fairly present the financial position of CAC as
of the date of the balance sheet included in the financial statements, and the
results of its operations for the periods indicated. CAC’s corporate
representative will provide full disclosure of all corporate and financial
transactions of CAC since the date of their last prepared by management
financial statements.
2.04 Absence of
Changes. CAC warrants and represents that there have been no
changes in the financial condition or operations of CAC except for changes in
the ordinary course of business, which changes have not, in the aggregate, been
materially adverse. Any changes to the financial condition, or
absence thereof, will be evidenced by a set of Final Financial Statements, to be
submitted to River Hawk at the Closing. A list referred to as
“Schedule B” which references the existing and ongoing liabilities to be taken
over by River Hawk upon Closing will be provided prior to
Closing. Schedule B will be signed as accepted by River Hawk prior to
Closing. The Final Financial
Statements shall accurately depict the financial condition of CAC on that date,
and; subsequent thereto, CAC shall not purchase, nor enter into any contracts to
purchase, any assets, nor dispose, assign, transfer, or encumber any assets
shown on the Final Financial Statements without the written consent of River
Hawk.
2.05 Liabilities. CAC,
at the signing of this Agreement, does not and will not, as of Closing, have any
debt, liability, or obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that is not
reflected in the corporate records of CAC submitted to River Hawk and/or
included in Schedule B. CAC is not aware of any pending, threatened
or asserted claims, lawsuits or contingencies involving CAC. There is
no other dispute of any kind between CAC and any third party, and no such
dispute will exist at the Closing. At the Closing, all liabilities of
CAC will be assumed by River Hawk as referenced in 2.04.
2.06 Tax
Returns. Within the times and in the manner prescribed by law,
CAC will file all federal, state, and local tax returns required by
law. CAC has paid, or will pay by the Closing, all taxes,
assessments, and penalties due and payable. No federal income tax
returns of CAC have been audited by the Internal Revenue
Service. There are no present disputes as to taxes of any nature
payable by CAC as of the Closing, there shall be no taxes of any kind due or
owing except the following: federal excise taxes and segment fees
taxes which come due after March15th;
employee payroll taxes which will be due March 18th; a
list referred to as “Schedule C” which references the federal excise taxes,
segment fees taxes and employee payroll taxes payable by River Hawk upon closing
will be provided prior to Closing. Schedule C will be signed as
accepted by River Hawk prior to Closing.
2.07 Ability to Carry Out
Obligations. The Sellers have the right, power, and authority
to enter into, and perform their obligations under this
Agreement. The execution and delivery of this Agreement by the
Sellers and the performance by the Sellers of their obligations hereunder will
not cause, constitute, or conflict with or result in (a) any breach or violation
or any of the provisions of or constitute a default under any license,
indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or
other agreement or instrument to which CAC, its officers, directors or the
Sellers are a party, or by which they may be bound, nor will any consents or
authorizations of any party other than those hereto be required, (b) an event
that would cause River Hawk (and/or assigns) to be liable to any party, or (c)
an event that would result in the creation or imposition of any lien, charge, or
encumbrance on any asset of CAC or upon the shares of common stock or the
convertible note(s) issued by CAC to be acquired by River Hawk.
2.08 Full
Disclosure. None of the representations and warranties made
by, or included in, any certificate or memorandum furnished or to be furnished
by the Sellers, CAC, or on their behalf, contain or will contain any untrue
statement of a material fact, or omit any material fact the omission of which
would be misleading.
2.09 Contracts, Leases and
Assets. CAC is not a party to any contract, agreement or lease
except as shown and identified on “Schedule D C”, copies of which will be
supplied to buyer prior to Closing. No person holds a power of
attorney from CAC or the Sellers, except as shown and identified on “Schedule D
E”, copies of which will be supplied to buyer.
2.10 Compliance with
Laws. To the best of its knowledge and ability, CAC has
complied with, and is not in violation of any federal, state, or local statute,
law, and/or regulation pertaining to CAC. To the best of its
knowledge and ability, CAC has complied with all federal and state
securities laws in connection with the offer, sale and distribution of its
securities.
2.11 Litigation. CAC
is not a party to any existing or pending suit, action, arbitration, or legal,
administrative, or other proceeding, or prior, existing or pending governmental
investigation. Furthermore, CAC is not subject to or in default with respect to
any order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
2.12 Conduct of
Business. Prior to the Closing, CAC shall conduct its business
in the normal course, and shall not, without the approval of River Hawk, (i)
sell, pledge, or assign any assets, (ii) amend its Certificate of Incorporation
or Bylaws, (iii) declare dividends, redeem or sell stock or other securities,
(iv) incur any liabilities, except in the normal course of business, (v) commit
to or issue any options, warrants or shares of Capital Stock in the capital of
CAC; (vi) enter into any debt, loan, debenture or encumbrance arrangement with
respect to CAC or principal shareholders, officers and directors of CAC, (vii)
acquire or dispose of any assets, enter into any contract, guarantee obligations
of any third party, or (viii) enter into any other transaction.
2.13 Corporate Documents.
Copies of Each of the following documents, which are true, complete and correct
in all material respects, will be submitted by or on behalf of seller at or
before the Closing:
| (i) | Articles of Incorporation; |
| (ii) |
By-laws;
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| (iii) | Consent of the Board of Directors to this transaction; |
| (iv) | List of current Officers and Directors and the resignation(s) of officers and directors effective on the Closing date; |
| (v) | Balance Sheet together with other financial statements, if any, described in Section 2.03; |
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(vi)
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Secretary
of State Filing Receipt or other documentation to show
good standing;
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(vii)
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Copies
of all federal and state income tax returns, if available or
representation that there are no taxes
owing;
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(viii)
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Stock
register and stock certificate records of
CAC;
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(ix)
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Certificate
of Officer with respect to accuracy of representations and warranties in
Article II herein;
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(x)
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Corporate/minute
book of CAC with all updated entries and
filings;
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2.14 Closing
Documents. All minutes, consents or other documents pertaining
to CAC to be delivered at the Closing shall be valid and in accordance with the
laws of the State of North Carolina.
2.15 Title. The
Sellers have good title to the shares of Capital Stock being sold to River Hawk,
pursuant to this Agreement. The shares will be, at the Closing, free
and clear of all liens, security interests, pledges, charges, claims,
encumbrances and restrictions of any kind. Except as provided in this
Agreement, the Sellers and CAC are not parties to any agreement which offers or
grants to any person the right to purchase or acquire any of the shares of
Capital Stock. The Sellers and CAC are not aware of any applicable
local, state or federal law, rule, regulation, or decree which would, as a
result of the purchase of the shares of Capital Stock by River Hawk impair,
restrict or delay voting rights with respect to the shares of Capital Stock
delivered by the Sellers. The Sellers shall act in good faith at all
times and act expediently to complete the transaction contemplated
herein.
2.16 Representations. All
representations shall be true as of the Closing and all such representations
shall survive the Closing for a period of two (2) years.
ARITCLE III
IVESTMENT INTENT
3.01 Transfer
Restrictions. The
Sellers and River Hawk agree that the Capital Stock being acquired pursuant to
this Agreement may not be sold, pledged, assigned, hypothecated or otherwise
transferred, unless such shares are registered under or in compliance with Rule
144 of the Securities Act of 1933 or other exemption from registration under the
Act.
ARTICLE
IV
CLOSING
4.01 Closing. The
Closing of the transaction will occur not later than March 18, 2008 at 4:00 pm
EST, at which time the Original Documents and all corporate records of CAC have
been approved by River Hawk and received by the Escrow Agent, and the Purchase
Price has been delivered (the “Closing”) to the Escrow Agent, as
follows.
4.02 Documents to be Delivered at
Closing. As part of the Closing, those documents listed in
section 2.13 of this Agreement, as well as the following documents, in form
reasonably acceptable to counsel to the parties, shall be delivered to the
Escrow Agent:
(a) By
the Sellers:
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(i)
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100%
is the issued and outstanding Capital
Stock;
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(ii)
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copies
of all of the business and corporate records of CAC that are in
the possession of the Sellers or CAC along with representations that there
are no outstanding debts and/or debentures;
and
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(iii)
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such
other documents of CAC that are executed in the normal course of
business.
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(b) By
River Hawk;
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(i)
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Four
hundreds twenty-five thousand and 00/100 Dollars ($425,000.00)
representing the Purchase Price.
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ARTICLE
V
COVENANTS
SUBSEQUENT TO CLOSING
5.01 Employment. Following
the Closing Date, the parties mutually agree to the following conditions
subsequent:
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(a)
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CAC’s
President, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇▇▇”), shall remain employed by
CAC on a part-time basis of twenty (20) hours per week, at a salary to be
mutually agreed upon by the parties, for a period not less not less than
forty-five (45) days from the Closing Date to assist with the CAC’s
transition subsequent to its acquisition by River Hawk; (the expected
duties, compensation and benefits, and the location at which
these duties are to be performed is to be outlined by River Hawk and
approved by ▇▇. ▇▇▇▇▇▇▇▇▇ prior to
closing) and
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(b)
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▇▇▇▇▇▇
▇▇▇▇ (“▇▇. ▇▇▇▇”) of CAC shall remain employed by CAC on a full-time at
basis at ▇▇. ▇▇▇▇’▇ current rate, for a period not less not less than
ninety (90) days from the Closing Date to assist with the CAC’s transition
subsequent to its acquisition by River Hawk; (the expected
duties, compensation and benefits, and the location at which
these duties are to be performed is to be outlined by River Hawk and
approved by ▇▇. ▇▇▇▇ prior to closing)
and
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(c)
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River
Hawk, CAC and ▇▇. ▇▇▇▇, as soon as practicable, negotiate and execute an
employment agreement by and between CAC and ▇▇. ▇▇▇▇ not inconsistent with
this Article V (the expected duties, compensation and benefits,
and the location at which these duties are to be performed is to be
outlined by River Hawk and approved by ▇▇. ▇▇▇▇ prior to closing)
and
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.
5.02 Government
Approvals. Post closing in conjunction with employment
agreement referenced in 5.01 (a) ▇▇. ▇▇▇▇▇▇▇▇▇ will cooperate with River Hawk to
assist River Hawk in filing certificates formalizing the business combination
contemplated herein with the State of North Carolina and the State of
Nevada. After all items described in 2.13, 3.14 and 4.02, have been
delivered to the Escrow Agent and approved by all parties so that nothing
remains to be done or approved prior to closing and dispersal, notice will be
given to the Concord Regional Airport regarding change in control of the Seller
as required under the terms of Seller’s existing leases and/or government
contracts and/or authorizations. To the best of her knowledge and
ability, ▇▇. ▇▇▇▇▇▇▇▇▇ will cooperate with River Hawk in obtaining the City of
Concord’s consent to this Agreement.
ARTICLE
VI
REMEDIES
6.01 Arbitration. Any
controversy of claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in the State of NC, in accordance with the Rules of the American Arbitration
Association then existing, and judgment on the arbitration award may be entered
in any court having jurisdiction over the subject matter of the
controversy.
6.02 Termination. In
addition to any other remedies, on or before the Closing date, River Hawk may
terminate this agreement only if any of the warranties detailed herein have been
breached.
6.03 Indemnification. The
Sellers and CAC singly, jointly and severally, agree to indemnify River Hawk
against all actual losses, damages and expenses caused by (i) any material
breach of this Agreement by them or any material misrepresentation of the
Sellers contained herein, or (ii) any misstatement of a material fact or
omission to state a material fact required to be stated herein or otherwise
necessary to make the statements herein not misleading.
6.04 Indemnification
Non-Exclusive. The foregoing indemnification provision is in
addition to, and not derogation of any statutory, equitable or common law remedy
any party may have for breach of representation, warranty, covenant or
agreement.
ARTICLE
VII
CONFIDENTIALITY
7.01 Confidential
Information. Each party hereto will treat all non-public,
confidential and trade secret information received from the other party as
confidential, and such party shall not disclose or use such information in a
manner contrary to the purposes of this Agreement. Moreover, all such
information shall be returned to the other party in the event this Agreement is
terminated.
ARTICLE
VIII
MISCELLANEOUS
8.01 Captions and
Headings. The article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this
Agreement.
8.02 No Oral
Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
8.03 Non
Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the party
against whom such waiver is charged; and (i) the failure of any party to insist
in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
8.04 Time of
Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
8.05 Entire
Agreement. This Agreement, including any and all attachments
hereto, if any, contains the entire Agreement and understanding between the
parties hereto, and supersedes all prior agreements and
understandings.
8.07 Counterparts. This
Agreement may be executed simultaneously in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimile signatures will be acceptable
to all parties.
8.08 Notices. All
notices, requests, demands, and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the third
day after mailing if mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, or on the second day if
faxed, and properly addressed or faxed as follows:
If to
CAC:
Carolina Air Charter, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Cell: (▇▇▇)
▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)▇▇▇-▇▇▇▇
With a copy
to:
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Lambeth, LLP
Morehead Corporate Plaza
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇,
▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to the
Sellers:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
3215 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to River
Hawk:
River Hawk Aviation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
CEO
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy
to:
The ▇▇▇▇ Law Group, PLLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇,
Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
8.09 Binding
Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
8.10 Effect of
Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the Closing of this Agreement for
two (2) years post closing.
8.11 Mutual
Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
[The
remainder of this page intentionally left blank; signature page
follows]
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the date first above written.
CAROLINA
AIR CHARTER, INC.
THE
SELLERS
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Its:
President
____________________________________
By: ▇▇▇▇▇▇
▇▇▇▇
Its: Corporate
Secretary
RIVER
HAWK AVIATION, INC.
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its:
Chief Executive Officer, Chairman
Schedule
A
to the
Agreement for the Purchase of Shares of Capital Stock of Carolina Air Charter,
Inc. by and between Carolina Air Charter, Inc., the security holders of Carolina
Air Charter, Inc., River Hawk Aviation, Inc., and The ▇▇▇▇ Law Group,
PLLC. In accordance with Section 1.01 of this Agreement, certificates
of Class A Voting and Class B Non-Voting Capital Stock of Carolina Air Charter,
Inc., shall be delivered with medallion-guaranteed stock powers indicating
assignment of the Capital Stock to River Hawk from the following individuals or
entities in the respective denominations, representing 100% of the issued
Capital Stock of CAC:
Named
Shareholder Number
of Shares
Class A
Voting Class B
Non-Voting
1.
2.
3.