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EXHIBIT 4.4
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
THIS AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Agreement") is
made and entered into as of the 18th day of February, 1998, by and among the
persons signing as a "Shareholder" at the end of this Agreement (individually, a
"Shareholder" and collectively, the "Shareholders") and MAXXIS GROUP, INC., a
Georgia corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Shareholders, as the result of a reorganization of the
Company and by virtue of their ownership immediately prior to the reorganization
of Class A Common Stock of the Company, are or will become the holders of the
number of shares of Common Stock, no par value per share (the "Common Stock"),
of the Company set forth opposite their names on Schedule I attached hereto;
WHEREAS, the Shareholders and the Company deem it expedient and in
their best interests to provide for certain agreements with respect to the
transfer of the Common Stock of the Company, as set forth in this Agreement; and
WHEREAS, the Shareholders and the Company desire to amend and restate
that certain Shareholders' Agreement dated as of September 1, 1997 and, in so
doing, to make promises for their mutual benefit and the benefit of the Company,
as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
SECTION 1. DEFINITIONS; BINDING AGREEMENT; RESTRICTIONS ON TRANSFER;
SECURITIES LAWS.
1.1 DEFINITIONS. For purposes of this Agreement:
"ACT" shall mean the Securities Act of 1933, as amended.
"CONVERTED CLASS A SHARES" shall mean the shares of Common Stock held
by each Shareholder set forth on Schedule I hereto which were issued or are to
be issued to such Shareholder upon conversion of such Shareholder's Class A
Common Stock of the Company upon the effectiveness of that certain Plan of
Reorganization of Maxxis Group, Inc. dated February 17, 1998.
"PERMITTED TRANSFEREE," as to any Shareholder, shall mean: (i) any
trust or custodianship having that Shareholder (or another Permitted Transferee)
as the sole trustee(s) or custodian(s) and having that Shareholder (or another
Permitted Transferee) and/or his spouse, natural-born or adoptive children,
and/or his or their lineal descendants as its sole beneficiaries; (ii) a
personal representative, trustee, executor or similar fiduciary acting on behalf
of that
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Shareholder (or another Permitted Transferee) following such Shareholder's death
or incapacity; (iii) any other Shareholder who is a party to this Agreement; or
(iv) any other person or entity that the Company agrees in writing may become a
transferee of Restricted Stock; provided, however, that such a person or entity
shall become a Permitted Transferee only if such person or entity agrees in
writing to be bound by the provisions of this Agreement as if the Restricted
Stock continued to be held by the referenced Shareholder.
"RESTRICTED STOCK" shall mean all Converted Class A Shares of the
Company held or to be held by each Shareholder as set forth on Schedule I
hereto, together with any other rights or interests in stock or securities
resulting from any stock dividend, stock split, merger or consolidation,
recapitalization, reclassification or other event involving the Converted Class
A Shares.
"TRANSFER," used as a noun or verb, whether or not capitalized, shall
mean any sale, assignment, transfer, pledge, encumbrance, gift (whether by
lifetime transfer or, upon death, by testamentary devise or nontestamentary
disposition pursuant to the laws of intestate succession) or other disposition,
whether with or without consideration and whether voluntary or involuntary.
1.2 PARTIES SUBJECT TO AGREEMENT. This Agreement will be binding upon
the Shareholders who are parties to this Agreement, the Company and each and
every person, firm or corporation claiming by, through or under them.
1.3 NOTICE ON STOCK CERTIFICATES AND RESTRICTIONS ON TRANSFER AGENTS.
No officer, director, transfer agent or employee of the Company will cause or
permit any certificate representing Restricted Stock (a "Certificate") to be
issued without proof of compliance with the terms of this Agreement. Every
Certificate now or hereafter owned by a Shareholder or anyone claiming by,
through or under any of them (whether owned by such Shareholder individually or
collectively with any other person, firm or corporation) will bear a legend, in
addition to any other legend on the certificate required to secure an offering
exemption under the Act, which will give notice of the terms of this Agreement
to all others, in form and content substantially as follows:
NOTICE IS HEREBY GIVEN that the transfer of the securities represented
by this Certificate is restricted by the issuer, and all rights,
powers, restrictions, limitations, redemption and repurchase privileges
reserved by the Company and its Shareholders are hereby incorporated
into and made a part hereof as embodied in that certain Amended and
Restated Shareholders' Agreement dated as of February 18, 1998 (the
"Shareholders' Agreement"), as such may be amended from time to time.
Any attempted transfer, pledge or other disposition of these securities
that is not made in compliance with the Shareholders' Agreement shall
be void. The Shareholders' Agreement is on file in the principal office
of the Company, and a copy of such will be provided without cost to a
bona fide prospective transferee of these securities upon such
prospective transferee's request.
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1.4 RESTRICTIONS ON DISPOSITION. The Restricted Stock is restricted,
and no Transfer of Restricted Stock may be made by a Shareholder in the absence
of an effective registration statement under the Act or upon the delivery of an
opinion of counsel (which opinion and counsel shall be satisfactory to the
Company in the Company's sole discretion) that registration is not required.
1.5 INVESTMENT INTENT. Each Shareholder hereby represents, warrants and
covenants as follows:
(a) The Shareholder understands that the Restricted Stock held
by him under this Agreement has not been registered under the Act in reliance
upon exemptions contained in the Act and any applicable regulations promulgated
thereunder or interpretations thereof, and cannot be offered for sale, sold or
otherwise Transferred unless such Restricted Stock subsequently is so registered
or qualified for exemption from registration under the Act; that the
certificates representing shares of Restricted Stock bear legends substantially
in the form set forth in Sections 1.3 and 1.6 hereof; and that any transfer
agent employed or utilized by the Company shall be instructed not to effect any
transfer of such Restricted Stock without prior written authorization from the
Company (or, if the Company serves as its own transfer agent, a notation shall
be made in the Company's records indicating the transfer restrictions to which
such Restricted Stock is subject); provided that the Company covenants that any
transfer agent the Company employs or utilizes shall be instructed to (or, if
the Company serves as its own transfer agent, the Company shall itself) transfer
Restricted Stock at the request of a Shareholder provided that all provisions of
this Agreement have been satisfied and all tests required under the Act for the
transfer of Restricted Stock have been met.
(b) Such Restricted Stock was acquired during the formation of
the Company or was transferred pursuant to this Agreement to such Shareholder in
good faith solely for its own account, for investment and not with a view toward
resale or other distribution within the meaning of the Act; and such Restricted
Stock shall not be offered for sale, sold or otherwise transferred without
either registration or exemption from registration under the Act.
(c) Such Shareholder has such knowledge and experience in
financial and business matters that such Shareholder is capable of evaluating
the merits and risks of its investment in such Restricted Stock; and such
Shareholder understands and is able to bear any economic risks associated with
such investment (including the necessity of holding such Restricted Stock for an
indefinite period of time, inasmuch as such Restricted Stock has not been
registered under the Act).
(d) Such Shareholder is familiar with the business which is
presently being conducted and is intended to be conducted by the Company,
including financial matters relating to such business; such Shareholder has been
given the opportunity to obtain such information as it has requested concerning
the business of the Company.
(e) Such Shareholder understands that such Restricted Stock
will be considered "restricted securities" within the meaning of Rule 144 under
the Act; that Rule 144 is not currently and may not ever be available to exempt
from the registration requirements of the Act
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sales of such "restricted securities;" that if Rule 144 is available, sales may
be made in reliance upon Rule 144 only in accordance with the terms and
conditions of Rule 144, which among other things generally requires that the
securities be held for at least one year and that sales be made in limited
amounts and in "brokers' transactions" (volume and manner of sale requirements
are subject to certain exceptions depending upon whether the seller is an
"affiliate" within the meaning of Rule 144 and how long the securities have been
held); and that, if an exemption for such sales is not available, registration
of such Restricted Stock may be required, but that the Company is under no
obligation to register such Restricted Stock or to facilitate compliance or to
comply with any exemption except to the extent set forth in this Agreement.
1.6 LEGEND ON CERTIFICATES. In addition to the legend required by
Section 1.3, the certificates representing the Restricted Stock shall bear a
legend in substantially the following form:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 (the "Act") or applicable state
securities laws and cannot be offered, sold or transferred in the
absence of registration or the availability of an exemption from
registration under the Act, applicable state securities laws and
regulations promulgated thereunder.
The Company covenants that if and when it becomes subject to the reporting
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended, it shall comply with the then current public information
requirements of Rule 144(c)(1) and shall so certify to the Shareholders,
providing them upon request with copies of all filings.
1.7 SECURITIES LAW COVENANT OF THE COMPANY. The Company hereby
covenants with every Shareholder that it will use the information provided to it
by the Shareholders pursuant to this Agreement in a manner consistent with
applicable securities laws, rules and regulations (but by this covenant takes no
responsibility for the accuracy or completeness of such information).
SECTION 2. COMPANY'S OPTION TO PURCHASE.
2.1 TERMINATION OF EMPLOYMENT OR ENGAGEMENT FOR CAUSE. (a) If the
Company terminates a Shareholder's employment with the Company (or, if a
Shareholder is an independent contractor or consultant, such Shareholder's
engagement by the Company as an independent contractor or consultant) for
"cause" (as defined in the agreement between such Shareholder and the Company),
the Company shall have the right to repurchase, at a price equal to the Fair
Market Value (as defined below), an amount of the Shareholder's Restricted Stock
according to the following formula: (i) 100% if termination of employment or
engagement as an independent contractor or consultant occurs prior to July 1,
1998; (ii) 80% if termination of employment or engagement as an independent
contractor or consultant occurs prior to July 1, 1999; (iii) 60% if termination
of employment or engagement as an independent contractor or consultant occurs
prior to July 1, 2000; (iv) 40% if termination of employment or engagement as an
independent contractor or consultant occurs prior to July 1, 2001; (v) 20% if
termination of employment or engagement as an independent contractor or
consultant occurs prior to July
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1, 2002; provided, however, that such repurchase right with respect to ▇▇▇▇
▇▇▇▇▇ Trust would be triggered by the termination for cause of ▇▇▇▇ ▇. ▇▇▇▇▇▇,
such repurchase right with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ would be triggered by the
termination for cause of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and such repurchase right with respect to
The Anchora Company would be triggered by the termination for cause of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇. The closing of such repurchase shall occur on the 20th business day
following receipt by the Company of the final report from the Appraiser (as
defined below), but otherwise will be in accordance with Section 2.2 below.
(b) For the purposes of this Agreement, "Fair Market Value" shall mean
the price per share of the Common Stock as determined by an investment banking,
appraisal or advisory firm chosen by the Company (the "Appraiser") and
reasonably acceptable to the Shareholder, it being agreed that the firm of
Gross, ▇▇▇▇▇▇▇ + ▇▇▇▇▇, if chosen by the Company, shall be acceptable to the
Shareholder. The determination of the Fair Market Value of the Common Stock by
the Appraiser will be conclusive and binding on the parties, absent fraud. The
Company will pay all fees and expenses of the Appraiser.
2.2 CLOSING OF OPTION PURCHASE. On the closing date agreed to by the
Shareholder and the Company (or upon the date determined in accordance with
Section 2.1 of this Agreement, as the case may be), the Shareholder shall sell
to the Company all right, title and interest in and to the Restricted Stock,
free and clear of any lien, charge, encumbrance or restriction (other than
transfer restrictions imposed by applicable securities laws), and the Company
shall purchase the Restricted Stock from the Shareholder. At the closing of such
purchase, the Shareholder shall deliver to the Company the Certificate(s)
representing the Restricted Stock duly endorsed for transfer, and the Company
shall deliver to the Shareholder a check in the amount of the Fair Market Value
of the Restricted Stock.
SECTION 3. OTHER TRANSFERS; RIGHT OF FIRST REFUSAL.
3.1 PROHIBITION ON TRANSFER. Until the earlier of (i) July 1, 2002 or
(ii) the closing of an underwritten public offering of the Company's common
stock registered under the Act in which aggregate proceeds to the Company, net
of all underwriting discounts and commissions and other expenses of issuance and
distribution, are equal to at least $5,000,000, each Shareholder shall refrain
from making any transfer of any shares of Restricted Stock, unless such transfer
complies with the restrictions set forth in Section 1 of this Agreement and
either:
(a) such transfer is to a Permitted Transferee; or
(b) the proposed terms of the transfer are for cash
consideration from a bona fide offer, and the
Shareholder has complied with the provisions of
Section 3.2 below.
For purposes of this Section 3, a "bona fide offer" shall mean a good faith
offer, in writing, issued by a third party unaffiliated with the Shareholder,
with the intent to purchase and sell, and without fraud or collusion. Any
transfer or attempted transfer made in contravention of this prohibition shall
be null and void.
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3.2 RIGHT OF FIRST REFUSAL.
(a) Prior to any transfer of Restricted Stock by a Shareholder, such
Shareholder (the "Transferor") shall, as set forth in this Section 3.2, provide
the Company and, in the event the Company does not exercise its right of first
refusal with respect to all of such shares of Restricted Stock, the other
Shareholders (the "Remaining Shareholders"), with a right of first refusal with
respect to such transfer.
(b) Prior to any transfer of Restricted Stock, the Transferor shall
notify the Company and the Remaining Shareholders in writing of his intention to
effect such transfer of the Restricted Stock. Such written notice shall
constitute an offer (the "Offer Notice") to sell all, but not less than all,
such Restricted Stock to the Company and the Remaining Shareholders on the terms
and conditions set forth in this Section 3.2. Such Offer Notice shall set forth
all information regarding the proposed transfer, including the number of shares
of Restricted Stock proposed to be transferred; the name, address, background
and financial capacity of the proposed transferee; and the terms and conditions
(including price per share) of the proposed transfer. The Transferor shall also
obtain promptly and provide such further information concerning the proposed
transfer or proposed transferee as the Company or any Remaining Shareholder may
reasonably request.
(c) The Company may elect to purchase some or all of the shares of the
Restricted Stock subject to the Offer Notice by delivery of a written notice to
the Transferor and the Remaining Shareholders within 30 days of receipt of the
Offer Notice. In the event the Company does not elect to purchase all of the
shares of Restricted Stock subject to such Offer Notice, each of the Remaining
Shareholders may elect to purchase all (but not less than all) of the shares of
Restricted Stock not elected to be purchased by the Company (the "Remaining
Shares") by delivery of a written notice to the Transferor within 30 days of
receipt of the Company's response to the Offer Notice. If the Remaining
Shareholders who elect to purchase Remaining Shares (the "Electing
Shareholders") elect to purchase, in the aggregate, a number of shares greater
than the number of Remaining Shares, the number of Remaining Shares to be
purchased by each of the Electing Shareholders shall be allocated by multiplying
the number of shares requested by each Electing Shareholder by a fraction, the
numerator of which equals the Remaining Shares and the denominator of which is
the total number of shares requested by the Electing Shareholders, with the
number of shares eligible for purchase by each Electing Shareholder being
rounded to the nearest whole share in a manner that results in all (but not less
than all) of the Remaining Shares being purchased by the Electing Shareholders.
The expiration of the foregoing periods without notice of exercise of such
rights of first refusal shall constitute the Company's election and/or the
Remaining Shareholders' election not to exercise such rights of first refusal.
If the Company elects to purchase some but not all of the shares of Restricted
Stock subject to such Offer Notice, and if the Remaining Shareholders elect to
purchase a number of shares that is less than the total number of Remaining
Shares, then the Company and the Remaining Shareholders shall be deemed to have
elected not to exercise their rights of first refusal with respect to any of the
Restricted Stock subject to such Offer Notice, the Transferor shall not be
obligated to sell any such Restricted Stock to the Company or the Remaining
Shareholders pursuant to this Section 3, and the Transferor may transfer such
Restricted Stock pursuant to Section 3.2(d).
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(d) If the Company or the Shareholders elect not to exercise their
rights of first refusal, the Transferor may, subject to compliance with
applicable regulatory requirements, transfer the shares of Restricted Stock
proposed to be transferred in accordance with the information, including the
terms and conditions, set forth in the Offer Notice; provided, however, that (i)
such transfer must comply with all other terms and conditions of this Agreement,
(ii) the shares of Restricted Stock so transferred shall remain subject to all
provisions of this Agreement (including, but not limited to, this Section 3.2)
with respect to any subsequent transfer thereof by the transferee and (iii) the
Company may require the transferee to agree in writing to be bound by such
restrictions as a condition to the effectiveness of the proposed transfer. If
the Transferor does not complete such transfer within 90 days after the Company
or the Shareholders have elected not to exercise their rights of first refusal,
or if there is any material change in the terms or conditions of the proposed
transfer, the transfer shall again be subject to the right of first refusal set
forth in this Section 3.2.
(e) The closing of the purchase of the Restricted Stock pursuant to the
Company's and/or the Shareholders' exercise of their rights of first refusal
shall occur as provided in Section 3.3 hereof.
3.3 CLOSING.
(a) In the event that the Company and/or the Electing Shareholders, as
the case may be, elect to purchase all (but not less than all) Restricted Stock
offered under Section 3.2 hereof, the Transferor shall tender the certificates
or other instruments evidencing such Restricted Stock, duly endorsed, at the
Company's offices at such date and time as the Company or the Electing
Shareholders, as the case may be, may designate.
(b) The Company or the Electing Shareholders, as the case may be, shall
deliver the purchase price for such Restricted Stock to the Transferor upon
receipt of the certificates or other instruments evidencing such Restricted
Stock.
(c) The Company may, at its option, assign its rights under Sections
3.2 hereof to one or more other purchasers on one or more occasions.
SECTION 4. CONFIDENTIALITY.
(a) Each Shareholder shall maintain in strict confidence, and shall use
and disclose only as authorized by the Company or as he otherwise reasonably
determines to be in pursuance of the best interests and in compliance with the
internal procedures of the Company, all information of a competitively sensitive
or proprietary nature which he receives in connection with the transactions
contemplated hereby, as a holder of Common Stock, or in any representative
capacity on behalf of the Company. Each Shareholder shall use his best efforts
to cause his attorneys, accountants, representatives and designees to do
likewise.
(b) These restrictions shall not be construed to apply to: (i)
information generally available to the public; (ii) information released by the
Company generally without restriction; (iii) information independently developed
or acquired by a Shareholder without reliance in any
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way on other protected information of the Company; or (iv) information approved
by the Company in writing for unlimited use and disclosure by the Shareholders.
(c) Notwithstanding the foregoing restrictions, a Shareholder may use
and disclose any such information to the extent required by an order of any
court or other governmental authority, but only after the Company has been so
notified and has had the opportunity, if possible, to obtain reasonable
protection for such information in connection with its disclosure.
SECTION 5. MISCELLANEOUS.
5.1 EQUITABLE REMEDIES. The parties hereto declare that it is
impossible to measure in money the damages which may accrue to a party hereto or
to the estate or personal representative of a decedent, by reason of a failure
to perform any of the obligations of this Agreement. Therefore, if any party
hereto or the personal representative of a decedent shall institute any action
or proceeding to enforce the provisions hereof, any other party against whom
such action or proceeding is brought shall have no right to make the claim or
defense therein, that such party or such personal representative has an adequate
remedy at law. The parties further agree that the shares of Restricted Stock are
unique chattels and that the equitable remedy of specific performance shall be
available to enforce the terms of this Agreement.
5.2 POST-TRANSFER RESTRICTIONS ON STOCK. From and after the date of the
sale or other transfer of any shares of Restricted Stock, including a transfer
by operation of law, the transferee Stockholders shall be subject to all of the
limitations, terms, conditions, and provisions of this Agreement as if they were
original parties.
5.3 NOTICES. Notices given hereunder shall be deemed to have been duly
given on the date of personal delivery or on the date of postmark if mailed by
certified or registered mailed by certified or registered mail, return receipt
requested, to the party being notified at his or its address specified on
Schedule II hereto or such other address as the addressee may subsequently
notify the other parties of in writing.
5.4 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement amends, restates
and supersedes that certain Shareholders' Agreement dated September 1, 1997 to
which the Company and the Shareholders are parties. This Agreement, together
with the subscription and investment agreements, subscription agreements and/or
investment letters executed by the parties hereto upon the initial offer and
sale of the Restricted Stock, constitute the entire agreement of the parties
with respect to the subject matter hereof, and neither this Agreement nor any
provision hereof may be waived, modified, amended or terminated except by a
written agreement signed by Shareholders holding not less than 80% of the
Restricted Stock then outstanding.
5.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to otherwise
applicable principles of conflict of laws.
5.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and,
subject to the restrictions set forth in this Agreement, inure to the benefit of
the Shareholders and their
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permitted successors and assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its successors and assigns.
5.7 WAIVERS. No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.
5.8 SEVERABILITY. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
effect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision weren't contained therein.
5.9 CAPTIONS. Captions are for convenience only and are not deemed to
be part of this Agreement.
5.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one of the same instrument.
5.11 LIMITATION OF BENEFITS. It is the explicit intention of the
parties hereto that no person or entity other than the parties hereto is or
shall be entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit of, and
shall be enforceable only by, the parties hereto or their respective successors,
heirs, executors, administrators, legal representatives and permitted assigns.
5.12 FURTHER ASSURANCES. Each individual Shareholder agrees to insert
in his will, or to execute a codicil thereto including, a direction to his
personal representative to fulfill and comply with the provisions hereof and to
sell and transfer his shares in accordance herewith, but failure to do so shall
not release the Restricted Stock owned by the decedent from the restriction of
this Agreement or the personal representative from being bound by and acting in
accordance with the terms thereof.
5.13 GENDER AND PLURALS. Where appropriate herein, the references to
the masculine gender shall include the feminine and neuter, the singular shall
include the plural and the plural shall include the singular, in each case as
the context may require.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
MAXXIS GROUP, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
SHAREHOLDERS
▇▇▇▇ ▇▇▇▇▇ TRUST
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, trustee, U/A ▇▇▇▇▇▇
▇▇▇▇▇▇ dated January 10, 1997
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, trustee, U/A ▇▇▇▇▇▇▇
▇▇▇▇▇ dated January 20, 1997
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, trustee, U/A ▇▇▇▇
▇. ▇▇▇▇▇▇ dated April 19, 1995
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, trustee, U/A ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Bey dated January 11, 1996
THE ANCHORA COMPANY
By: It's Secretaries, ▇▇▇▇▇ Secretaries Ltd.
By:/s/ M. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Secretary
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
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