1
REORGANIZATION AGREEMENT
This Reorganization Agreement is made and entered into this 19th day
of July, 1996 between and among HyperDynamics Corporation, a Texas Corporation
whose principal executive office is located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (referred to herein as "HyperDynamics") MicroData Systems,
Inc., a Texas Corporation whose principal executive office is located at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (referred to herein as "MDSI")
and the persons identified in Exhibit A attached hereto, who are the beneficial
owners of 100% of the issued and outstanding equity securities of MDSI (the
"Shareholders").
WHEREAS, the Shareholders own, and have the unrestricted right to
sell, transfer and convey, one hundred percent (100%) of the issued and
outstanding capital stock of MDSI, and
WHEREAS, HyperDynamics wishes to acquire one hundred percent (100%) of
the issued and outstanding capital stock of MDSI, in exchange for authorized
but unissued shares of the Common Stock of HyperDynamics, and
WHEREAS, the Shareholders have agreed to contribute one hundred
percent (100%) of the issued and outstanding capital stock of MDSI to
HyperDynamics in exchange for authorized but unissued Common Stock of
HyperDynamics, and
WHEREAS, upon the closing of this Reorganization Agreement and certain
other business combination transactions referred to herein, it is anticipated
that HyperDynamics will then enter into a similar Reorganization Agreement with
a public corporation selected by HyperDynamics (the "Public Company"), in a
transaction which provides that the Shareholders will receive a total of
604,000 shares of the Public Company's restricted common stock ("Restricted
Stock") in exchange for the shares of HyperDynamics issuable to the
Shareholders pursuant to this Reorganization Agreement, and
WHEREAS, HyperDynamics, MDSI and the Shareholders wish to formalize
the above-mentioned agreement and thereafter accomplish the transactions
contemplated hereby on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereto have agreed and by these
presents do hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF MDSI AND THE SHAREHOLDERS.
MDSI and the Shareholders hereby jointly and severally make the following
express representations and warranties to HyperDynamics:
(a) MDSI is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas and has the corporate
power to own its property and carry on its business in the State of
Texas. Certified copies of MDSI's Certificate of Incorporation and
By-Laws have heretofore been furnished to HyperDynamics by MDSI and/or
the Shareholders, and all such copies are true, correct and complete
copies of the original Certificate of Incorporation and By-Laws,
including all amendments thereto.
(b) MDSI has the corporate authority to issue a total of _________ shares
of no par value Common Stock, of which _________ shares have been
validly issued, are now outstanding
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and are held of record by the Shareholders identified in Exhibit A,
attached hereto and incorporated herein by this reference.
(c) The Shareholders identified in Exhibit A have full power and authority
to exchange all shares of MDSI's Common Stock which are held by them
upon the terms and conditions provided for in this Agreement, and said
shares will have been duly and validly issued and be free and clear of
any lien or other encumbrance on the Closing Date specified herein.
(d) The unaudited financial statements of MDSI for the years ended
December 31, 1994 and 1995 and the six month period ended 1996, which
are attached hereto as Exhibit B, constitute substantially true and
correct statements of the financial condition of MDSI and of MDSI's
assets and liabilities as of each such date. Since June 30, 1996,
unless described in the notes to the financial statements, MDSI has
not:
(1) issued any additional shares of its capital stock, or any
stock purchase rights, to any person other than the persons
listed in Exhibit A,
(2) paid or declared any dividends or distributions of capital,
surplus, or profits with respect to any of its issued and
outstanding shares of capital stock,
(3) paid or agreed to pay any consideration in redemption of any
of its issued and outstanding shares of capital stock, or
(4) entered into any other transaction or agreement which would,
or might, materially impair the shareholder's equity of MDSI
as reflected in such financial statements.
(e) Since June 30, 1996, MDSI has not engaged in any material transactions
other than transactions in the normal course of the operation of its
business, which would, or might, materially impair the shareholder's
equity of MDSI as reflected in the financial statements.
(f) MDSI is not involved in any pending or threatened litigation which
would, or might, materially affect its financial condition and which
has not been:
(1) provided for in the financial statements, or
(2) disclosed to HyperDynamics in writing.
(g) MDSI has good and marketable title to all of the property and assets
shown in its balance sheet free and clear of any and all liens,
encumbrances or restrictions, except for:
(1) the liens, encumbrances and restrictions which are set forth
in its balance sheet and the notes thereto,
(2) taxes and assessments which may become due and payable after
the date of this Agreement, and
(3) easements or other minor restrictions with respect to its
property which do not materially affect the present use of
such property.
(h) There are no unpaid assessments or proposed assessments of Federal
income taxes pending against MDSI. All liabilities for Federal and
State income or franchise taxes, as shown on the tax returns filed, or
to be filed, by MDSI, have been paid or the liability therefor has
been provided for in the attached balance sheet and all Federal and
State income or
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franchise taxes for periods subsequent to the periods covered by said
returns likewise have been paid or adequately accrued.
(i) The Shareholders are acquiring the Common Stock of HyperDynamics
solely for their own account, for investment, and not with a view to
any subsequent "distribution" thereof within the meaning of that term
as defined in the Securities Act of 1933, as amended (said Act and
rules and regulations promulgated thereunder being hereinafter
referred to as the "Act"). The Shareholders understand that the
Common Stock of HyperDynamics has not been registered under the Act or
Securities laws of any State ("State Act") by reason of the specific
exemptions therefrom, which exemptions depend in part upon the
Shareholders subjective investment intent as expressed herein. In
furtherance of the foregoing, each Shareholder shall be required to
execute and deliver to HyperDynamics an Investment Letter, in the form
attached hereto as Exhibit C, as a condition precedent to the issuance
of a new share certificate for the Common Stock of HyperDynamics that
will be issued to him.
(j) The Shareholders hereby jointly acknowledge that they are either
(1) "Accredited Investors" as such term is defined in Regulation D
promulgated under the Act, or
(2) That they have such knowledge and experience in financial and
business matters that they are capable of evaluating the
merits and risks of the proposed exchange of MDSI's stock for
Common Stock of HyperDynamics, and
(3) That they are able to bear the economic risks of the
investment and are able to protect their own interests in an
investment of this nature.
MDSI and the Shareholders further represent and warrant that all of the
representations and warranties set forth above are true as of the date of this
Agreement, shall be true at the Closing Date and shall survive the closing for
a period of six (6) months from the Closing Date, except as to the warranties
and representations set forth in subsection (f) hereof which shall survive for
a period of three (3) years from the Closing Date.
2. REPRESENTATIONS AND WARRANTIES OF HYPERDYNAMICS.
HyperDynamics hereby makes the following express representations and warranties
to MDSI and the Shareholders:
(a) HyperDynamics is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas and has the
corporate power to own its properties and carry on its business as now
being conducted. Certified copies of HyperDynamics' Certificate of
Incorporation and By-Laws have heretofore been furnished to MDSI
and/or the Shareholders by HyperDynamics, and all such copies are
true, correct and complete copies of the original Certificate of
Incorporation and By-Laws including all amendments thereto.
(b) HyperDynamics has the corporate authority to issue a total of
100,000,000 shares of $0.01 par value Common Stock, of which
____________ shares are presently issued and outstanding and
10,000,000 shares of $0.01 par value Preferred Stock, of which no
shares are presently issued and outstanding. Each person who is the
record owner of 5% or more of such shares is identified in Exhibit D
to this Agreement.
(c) Prior to the Closing Date specified herein, HyperDynamics will have
received fully paid subscriptions for a minimum of 260,000 additional
shares of its Common Stock which are
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presently being offered to qualified prospective investors at a price
of $0.50 per share. A true and complete copy of the offering
documentation relating to such private placement, including all
exhibits thereto, is attached hereto as Exhibit E.
(d) Each person who subscribes to purchase any of the shares of Common
Stock specified in Section 2(c) shall, as a condition of sale, be
required to assent to all of the terms and conditions of this
Agreement.
(e) The audited May 30, 1996, Balance Sheet of HyperDynamics which is
attached hereto as Exhibit F, constitutes a substantially true and
correct statement of the financial condition of HyperDynamics and
HyperDynamics' assets, liabilities and income as of such date. Since
the date of such Balance Sheet, HyperDynamics has not
(1) issued any additional shares of its Common Stock, or any
options to acquire such stock, to any person,
(2) paid or declared any dividends or distributions of capital,
surplus, or profits with respect to any of its issued and
outstanding shares of Common Stock,
(3) paid or agreed to pay any consideration in redemption of any
of its issued and outstanding shares of Common Stock, or
(4) entered into any other transaction or agreement which would,
or might, materially impair the shareholder's equity of
HyperDynamics as reflected in such Balance Sheet.
(f) HyperDynamics has the corporate power and authority to execute and
perform all of its duties and obligations under the terms of this
Agreement and to issue and deliver to the Shareholders the shares of
Common Stock that are required to be issued and delivered under the
terms of this Agreement.
(g) The execution and delivery of this Agreement, and the issuance of
Common Stock required to be issued hereunder, will have been duly
authorized by all necessary corporate action and neither the execution
nor delivery of this Agreement nor the issuance of Common Stock nor
the performance, observance or compliance with the terms and
provisions of this Agreement will violate any provision of law, any
order of any court or other governmental agency, the Certificate of
Incorporation or By-Law of HyperDynamics or any indenture, agreement
or other instrument to which HyperDynamics is a party, or by which it
is bound or by which any of its property is bound.
(h) HyperDynamics is not involved in any pending or threatened litigation
which would, or might, materially affect its financial condition and
which has not been
(1) provided for in its financial statements, or
(2) disclosed to MDSI and the Shareholders in writing.
(i) There are no unpaid assessments or proposed assessments of Federal
income taxes pending against HyperDynamics. All liabilities for
Federal and State income or franchise taxes, as shown on the tax
returns filed, or to be filed, by HyperDynamics, have been paid or the
liability therefor has been provided for in the attached Balance Sheet
and all Federal and State income or franchise taxes for periods
subsequent to the periods covered by said returns likewise have been
paid or adequately accrued.
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(j) The shares of Common Stock which will be delivered to the Shareholders
pursuant to the terms of this Agreement will, on delivery in
accordance with the terms hereof, be duly authorized, validly issued
and fully paid and nonassessable.
HyperDynamics further represents and warrants that all of the representations
and warranties set forth above are true as of the date of this Agreement, shall
be true at the Closing Date and shall survive the closing for a period of six
(6) months from the Closing Date.
3. CONDITIONS TO THE OBLIGATIONS OF HYPERDYNAMICS. The
obligations of HyperDynamics hereunder shall be subject to the following
conditions:
(a) HyperDynamics shall not have discovered any material error,
misstatement or omission in any of the representations and warranties
made by MDSI or the Shareholders herein and all the terms and
conditions of this Agreement to be performed and complied with have
been performed and complied with.
(b) There shall have been no substantial adverse changes in the financial
condition, business or operations of MDSI from June 30, 1996, until
the Closing Date, except for changes resulting from operations in the
usual and ordinary course of its business, and between such dates no
business and assets of MDSI shall have been materially adversely
affected as the result of any fire, explosion, earthquake, flood,
accident, strike, lockout, combination of the workmen, taking over of
any such assets by any governmental authorities, riot, activities of
armed forces, or Acts of God or of the public enemies.
(c) There shall have been no substantial adverse changes in the financial
condition, business or operations of HyperDynamics, except for changes
resulting from those operations in the usual ordinary course of the
business, and no business and assets of HyperDynamics shall have been
materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of the
workmen, taking over of any such assets by any governmental
authorities, riot, activities of armed forces, or Acts of God or of
the public enemies.
(d) HyperDynamics shall have received the opinion of legal counsel to the
effect that
(1) MDSI is a corporation duly organized, validly existing and in
good standing under the laws of Texas and has the power and
authority to own its properties and to carry on its business
in the State of Texas as of the Closing Date,
(2) MDSI's outstanding Common Stock is validly issued, fully paid
and nonassessable, and
(3) This Agreement has been duly executed and delivered by MDSI
and the Shareholders and constitutes a legal, valid and
binding obligation of the Shareholders enforceable in
accordance with its terms.
4. CONDITIONS TO THE OBLIGATIONS OF THE SHAREHOLDERS. The
obligations of the Shareholders hereunder are subject to the following
conditions:
(a) The Shareholders shall not have discovered any material error or
misstatement in any of the representations and warranties made by
HyperDynamics herein and all the terms and conditions of this
Agreement to be performed and complied with by HyperDynamics have been
performed and complied with.
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(b) There shall have been no substantial adverse changes in the financial
condition, business or operations of HyperDynamics, except for changes
resulting from those operations in the usual ordinary course of the
business, and no business and assets of HyperDynamics shall have been
materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of the
workmen, taking over of any such assets by any governmental
authorities, riot, activities of armed forces, or Acts of God or of
the public enemies.
(c) The Shareholders shall have received the opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
legal counsel for HyperDynamics, to the effect that
(1) HyperDynamics is a corporation duly organized and validly
existing under the laws of the State of Texas and has the
power to own and operate its properties wherever the same
shall be located as of the Closing Date;
(2) the execution, delivery and performance of this Agreement by
HyperDynamics has been duly authorized by all necessary
corporate action and constitutes a legal, valid and binding
obligation of HyperDynamics enforceable in accordance with its
terms; and
(3) the Common Stock which is to be delivered to The Shareholders
pursuant to the terms of this Agreement has been validly
issued, is fully paid and nonassessable.
5. CLOSING DATE. The final closing of this Agreement shall take
place in Houston, Texas on the 19th day of July, 1996 at the hour of 11:00
a.m., local time, or at such other reasonable time and place as the parties
hereto shall agree upon.
6. EXCHANGE OF SECURITIES.
(a) Subject to the terms and conditions set forth herein, and at the time
of the closing referred to in Section 5 hereof HyperDynamics will
issue and deliver, or cause to be issued and delivered to the
Shareholders identified in Exhibit A certificates evidencing the
ownership of 604,000 shares of the authorized but unissued shares of
HyperDynamics' $0.01 par value Common Stock and concurrently therewith
the Shareholders identified in Exhibit A shall directly or through
their agent deliver or cause to be delivered to HyperDynamics,
certificates evidencing the ownership of all of the issued and
outstanding capital stock of MDSI, duly endorsed to HyperDynamics;
(b) In addition to the 604,000 shares provided for in sub-paragraph 6(a),
HyperDynamics shall issue to the Shareholders an indeterminate number
of shares to reflect the appraised fair market value of certain real
estate that may be acquired by MDSI prior to the Closing Date. In the
event that the Company shall, prior to the Closing Date, acquire
certain real estate in stock for property transactions, then the
number of HyperDynamics shares issuable to the Shareholders shall be
increased at the rate of 1 share of stock for every $2.00 in net
additional value represented by such real estate assets as determined
by a real estate appraiser acceptable to HyperDynamics.
(c) On the first anniversary of the date of this Agreement, the
Shareholders shall be entitled to receive from HyperDynamics a
contingent share issuance equal to one share of the common stock
HyperDynamics for each $1 of pre-tax net income Pre-Tax income over
$64,800 and generated by MDSI during the 12-month period commencing
July 1, 1996 and ending June 30, 1997. Such issuance shall relate back
to this agreement and shall be treated in all respects as additional
consideration for the acquisition of MDS1 by HyperDynamics.
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(d) The number of shares issuable to the Shareholders pursuant to this
Agreement have been negotiated based on the fundamental assumption
that the stabilized market price of the stock of HyperDynamics will
exceed $3 per share within 180 days after the completion of the
proposed public offering of HyperDynamics common stock and that such
common stock will, thereafter, maintain a 90-day moving average price
of at least $3 per share. In the event that the common stock of
HyperDynamics fails to reach or maintain the $3 minimum share price
contemplated by this agreement, then commencing on the first
anniversary of the date of this Agreement, the Shareholders will have
the option, for a period of 60 days, to surrender all shares
HyperDynamics stock held by them to HyperDynamics in exchange for 100%
of the issued and outstanding common stock of MDSI.
7. ACTIONS AT THE CLOSING. At the final closing of this
Agreement, HyperDynamics and the Shareholders will each deliver, or cause to be
delivered to the other, the shares of stock to be exchanged in accordance with
Section 6 of this Agreement and each party shall pay any and all Federal and
State taxes required to be paid in connection with the issuance and the
delivery of their own securities. All stock certificates shall be in the name
of the party to which the same are deliverable. In addition to the
above-mentioned exchange of certificates, the following transactions will take
place at the final closing.
HYPERDYNAMICS WILL DELIVER TO THE SHAREHOLDERS AND MDSI:
(a) Duly certified copies of corporate resolutions and other corporate
proceedings taken by HyperDynamics to authorize the execution,
delivery and performance of this Agreement;
(b) The opinion of legal counsel provided for in Section 4(c) hereof,
(c) A certificate executed by a principal officer of HyperDynamics
attesting to the fact that all of the foregoing representations and
warranties of HyperDynamics are true and correct as of the Closing
Date and that all of the conditions to the obligations of the
Shareholders which are to be performed by HyperDynamics have been
performed as of the Closing Date; and
(d) A certificate of corporate good standing for HyperDynamics from the
State of Texas which shall be dated no more than 60 days prior to the
Closing Date.
THE SHAREHOLDERS AND MDSI WILL DELIVER TO HYPERDYNAMICS:
(a) The opinion of legal counsel provided for in Section 3(e) hereof,
(b) A certificate of corporate good standing for MDSI from the Secretary
of State of the State of Texas which shall be dated no more than 60
days prior to the Closing Date; and
(c) A certificate by a principal officer of MDSI that each of the
representations and warranties of the Shareholders and MDSI are true
and correct as of the Closing Date and that all of the conditions to
the obligations of HyperDynamics which are to be performed by MDSI and
the Shareholders have been performed as of the Closing Date.
8. CONDUCT OF BUSINESS. Between the date hereof and the Closing
Date, MDSI shall conduct its business in the same manner in which it has
heretofore been conducted and the Shareholders will not permit MDSI to (1)
enter into any contract, other than in the ordinary course of business, or (2)
declare or make any distribution in the nature of a dividend or return of
capital to the Shareholders of MDSI, without first obtaining the written
consent of HyperDynamics.
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9. FUTURE REGISTRATION. The Shareholders understand that because
the Common Stock has not been registered under the Act or any State Act, they
must hold the Common Stock indefinitely, and cannot dispose of any or all of
the Common Stock unless such Common Stock is subsequently registered under the
Act and any applicable State Act, or exemptions from registration are
available. The Shareholders acknowledge and understand that they have no
independent right to require HyperDynamics to register the shares of Common
Stock. The Shareholders further understand that HyperDynamics may, as a
condition to the transfer of any of Common Stock, require that the request for
transfer by a Shareholder be accompanied by an opinion of counsel, in form and
substance satisfactory to HyperDynamics, provided at such Shareholder's
expense, to the effect that the proposed transfer does not result in violation
of the Act or any applicable State Act, unless such transfer is covered by an
effective registration statement under the Act and is in compliance with all
applicable State Acts.
10. TRANSFERABILITY. All shares of Common Stock which are issued
to the Shareholders pursuant to the terms of this Agreement shall be restricted
securities within the meaning of Regulation D of the Act. HyperDynamics shall
issue stop transfer instructions to the transfer agent for its Common Stock
with respect to the Stock and shall place the following legend on the
certificates representing such stock:
"The shares represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption under
the Securities Act of 1933, as amended (the "Act"), and have not been
the subject to a Registration Statement under the Act or any state
securities act. The securities may not be sold or otherwise
transferred in the absence of such registration or applicable
exemption therefrom under the Act or any applicable state securities
act."
11. ACCESS TO INFORMATION. Concurrently herewith, HyperDynamics
has delivered to the Shareholders correct and complete copies of all documents
and records requested by the Shareholders. In addition, the Shareholders have
had the opportunity to ask questions of, and receive answers from, officers and
directors of HyperDynamics, and persons acting on its behalf concerning the
terms and conditions of the Agreement, and has received sufficient information
relating to HyperDynamics to enable them to make an informed decision with
respect to the acquisition of the Common Stock.
12. NO SOLICITATION. At no time were the Shareholders presented
with or solicited by any leaflet, public promotion meeting, circular, newspaper
or magazine article, radio or television advertisement, or any other form of
general advertising in connection with its acquisition of the Common Stock.
13. EXPENSES. The Shareholders, MDSI and HyperDynamics shall each
pay their respective expenses incident to this Agreement and the transactions
contemplated hereby, including all fees of their counsel and accountants,
whether or not such transactions shall be consummated; provided that MDSI may
pay the reasonable fees and expenses of the Shareholders counsel and its
accountants in connection with this Agreement, the proposed transactions
contemplated hereby, as well as travel and lodging expenses of its officers
related to the negotiation of this Agreement, up to a maximum of $10,000. The
Shareholders shall pay all other fees and expenses incurred by them or by MDSI
by reason of this Agreement and the proposed transactions contemplated hereby.
14. FINDERS. The Shareholders and MDSI shall indemnify and hold
HyperDynamics harmless against and with respect to all claims or brokerage or
other commissions relative to this Agreement or the transactions contemplated
hereby, based on any agreements, arrangements, or understandings claimed to
have been made by the Shareholders or MDSI with any third party.
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HyperDynamics shall indemnify and hold the Shareholders and MDSI harmless
against and with respect to all claims for brokerage or other commissions
relative to this Agreement or the transactions contemplated hereby, based in
any agreements, arrangements, or understandings claimed to have been made by
HyperDynamics with any third party. Each party to this Agreement represents
and warrants to each other party that it has not dealt with and does not know
of any person, firm or corporation asserting a brokerage, finder's or similar
claim in connection with the making or negotiation of this Agreement or the
transactions contemplated hereby.
15. ATTORNEY'S FEES. In the event of any litigation among the
parties related to this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees and costs to be fixed by the Court, said fees to
include appeal and collection of Judgment.
16. MISCELLANEOUS.
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Texas.
(b) This Agreement shall not be assignable by either party without prior
written consent of the other.
(c) All paragraph headings herein are inserted for convenience only. This
Agreement may be executed in several counterparts, each of which shall
be deemed an original, which together shall constitute one and the same
instrument.
(d) This Agreement sets forth the entire understanding between the
parties, there being no terms, conditions, warranties or
representations other than those contained herein, and no amendments
hereto shall be valid unless made in writing and signed by the parties
hereto.
(e) This Agreement shall be binding upon and shall inure to the benefit of
the heirs, executors, administrators and assigns of the Shareholders
and MDSI and upon the successors and assigns of HyperDynamics.
(f) All notices, requests, instructions, or other documents to be given
hereunder shall be in writing and sent by registered mail:
IF TO THE SHAREHOLDERS OR MDSI: WITH COPIES TO:
MicroData Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
IF TO HYPERDYNAMICS: WITH COPIES TO:
HyperDynamics Corporation ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
5444 Westheimer, Suite 2080 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
HYPERDYNAMICS CORPORATION
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
President
MICRODATA SYSTEMS, INC. SHAREHOLDERS IDENTIFIED IN
EXHIBIT A, ATTACHED HERETO.
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By:
----------------------------- -------------------------------
President Attorney-in-fact
Attest: /s/ ILLEGIBLE
--------------------------
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EXHIBIT A
STOCKHOLDERS OF
MICRODATA SYSTEMS, INC.
NAME AND ADDRESS MDSI HYPERDYNAMICS
OF STOCKHOLDER SHARES SHARES
OWNED ISSUABLE
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 480,000
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 120,000
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 4,000
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