SHARE EXCHANGE AGREEMENT
by and among
KIRSHNER INTERNATIONAL INC.
a Delaware Corporation
and
THE KIRSHNER CORPORATION
a Delaware Corporation
May 6, 2002
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and
entered into this 6th day of May 2002 (the "Effective Date"), by and
among Kirshner International Inc., a Delaware corporation with its
principal place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("International") and the holders
(collectively, the "Exchanging Shareholders") of One Hundred
Thousand (100,000) shares (the "Kirshner Exchange Shares") of common
stock, par value $. 01 per share (the "Kirshner Common Stock") of
The Kirshner Corporation, a Delaware corporation ("Kirshner").
International and the Exchanging Shareholders are hereinafter
referred to collectively as the "Parties".
This Agreement contemplates a transaction in which
International will exchange Twenty Two Million (22,000,000) shares
(the "International Exchange Shares") of the common stock, par value
$.001 per share of International (the "International Common Stock")
with the Exchanging Shareholders for the Kirshner Exchange Shares,
whereupon Kirshner will become a wholly owned Subsidiary of
International. This Agreement further contemplates that
simultaneously with the foregoing exchange, International will issue
660,000 shares of International Common Stock in order to convert
certain convertible promissory notes issued by Kirshner in the
aggregate amount outstanding of $660,000.00 (the "Kirshner
Convertible Debt") into equity. Accordingly, International shall
issue Twenty Two Million Six Hundred Sixty Thousand (22,660,000)
International Shares in connection with the transactions
contemplated hereby.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and representations contained herein, the Parties hereto
agree as follows:
1. Representations, Covenants and Warranties of
International. Except as disclosed in Schedule 1 which is attached
hereto and incorporated herein by reference, International, hereby
represents and warrants to International, each of which such
representations and warranties shall survive the Closing (as
hereinafter defined) hereof and the consummation of the transactions
contemplated hereby, as follows:
(a) Organization. International is a corporation duly
organized, validly existing, and in good standing under the laws of
Delaware. International has the corporate power and is duly
authorized, qualified, franchised and licensed under all applicable
laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in
all material respects as it is now being conducted, including
qualification to do business as a foreign corporation in the
jurisdiction in which the character and location of the assets owned
by it or the nature of the business transacted by it requires
qualification. Attached hereto as Exhibit 1.(a) are complete and
correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the Effective Date. The
execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of
International's articles of incorporation or bylaws. International
has full power, authority and legal right and has taken all action
required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this Agreement.
(b) Capitalization. The authorized capitalization of
International consists of 100,000,000 shares of International Common
Stock and 5,000,000 shares of preferred stock, $0.001 par value per
share (the "International Preferred Stock"). As of the date hereof,
94,185,000 shares of the International Common Stock is issued and
outstanding and no shares of the International Preferred Stock is
issued and outstanding. ▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") owns ninety million
(90,000,000) shares of International Common Stock (the "▇▇▇▇
Shares") and the public float consists of 4,185,000 shares of
International Common Stock (the "Public Float"). All International
Shares that are a part of the Public Float may be sold by the
Holders thereof without restriction under the Act. International is
obligated to file reports (collectively, the "Reports") pursuant to
the provisions of 15(d) of the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act"). International has filed
all necessary reports, quarterly, annual and special, with the
Securities and Exchange Commission (the "SEC") on a timely basis.
All issued and outstanding shares of International Common Stock are
legally issued, fully paid and nonassessable and have not been
issued in violation of the Securities Act of 1933 (the "Securities
Act"), the Securities Exchange Act or the preemptive or other
rights of any third party. There are no warrants or options
outstanding and there are no other outstanding subscriptions,
convertible securities, or other agreements or commitments
obligating International to issue or to transfer from treasury any
shares of its capital stock of any class, except for the
Subscription Agreement (as hereinafter defined).
(c) Subsidiaries. International has no subsidiaries.
(d) Tax Matters; Books and Records.
(1) The books and records, financial and others,
of International are in all material respects complete and
correct and have been maintained in accordance with good
business and generally accepted accounting practices.
(2) International has no liabilities with respect
to the payment of any country, federal, state, county or
local taxes (including any deficiencies, interest or penalties).
(3) International has not other liabilities
whatsoever.
(4) Neither International nor any of its
properties or assets are subject to any material liabilities
or obligations of any nature, whether absolute, accrued,
contingent or otherwise and whether due or to become due,
that are not reflected in its financial statements for the
period ended March 31, 2002 (the "International Financial
Statements").
(e) Litigation and Proceedings. There are no actions,
suits, proceedings or investigations pending or threatened by or
against or affecting International or its properties, at law or in
equity, before any court or other governmental agency or
instrumentality, domestic or foreign or before any arbitrator of any
kind that would have a material adverse affect on the business,
operations, financial condition or income of International.
International is not in default with respect to any judgment,
order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality or of
any circumstances which, after reasonable investigation, would
result in the discovery of such a default.
(f) Material Contract Defaults. International is not in
default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of
International, and there is no event of default in any material
respect under any such contract, agreement, lease or other
commitment in respect of which International has not taken adequate
steps to prevent such a default from occurring.
(g) Information. None of the representations and
warranties of International or other information concerning
International set forth in this Agreement, in any schedule, exhibit
or certificate furnished or to be furnished in connection with this
Agreement are incomplete or inaccurate in any material respects and
do not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made in light
of the circumstances under which they were made, not misleading.
The Reports filed by International with the SEC are complete and
accurate in all material respects and do not contain any untrue
statement of a material fact or omit to state a material fact
required to make the statements made in light of the circumstances
under which they were made, not misleading.
(h) Title and Related Matters. International has good
and marketable title to and is the sole and exclusive owner of all
of its properties, inventory, interest in properties and assets,
real and personal (collectively, the "International Assets"), as
such International Assets are reflected in the International
Financial Statements, free and clear of all liens, pledges, charges
or encumbrances. International owns, free and clear of any liens,
claims, encumbrances, royalty interests or other restrictions or
limitations of any nature whatsoever, all procedures, techniques,
marketing plans, business plans, methods of management or other
information utilized in connection with International's business.
No third party has any right to, and International has not received
any notice of infringement of or conflict with any asserted right of
others with respect to any product, technology, data, trade secrets,
know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly on in the aggregate, if the
subject of an unfavorable decision ruling or finding, would have a
materially adverse affect on the business, operations, financial
conditions or income of International or any material portion of its
properties, assets or rights.
(i) Contracts. On the Closing Date (as hereinafter
defined):
(1) There will be no material contracts,
agreements franchises, license agreements, or other
commitments to which International is a party or by which it
or any of its properties are bound;
(2) International will not be a party to any
contract, agreement, commitment or instrument or subject to
any charter or other corporate restriction or any judgment,
order, writ, injunction, decree or award that materially and
adversely affects, or in the future may (as far as
International can now foresee) materially and adversely
affect , the business, operations, properties, assets or
conditions of International; and
(3) International will not be a party to any
material oral or written: (I) contract for the employment of
any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV
of the Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guaranty of any obligation for the
borrowing of money or otherwise; (v) consulting or other
contract; (vi) collective bargaining agreement; and (vii) any
other contract, agreement or other commitment involving
payment due from International.
(j) Compliance With Laws and Regulations. To the best of
International's knowledge and belief, International has complied
with all applicable statutes and regulations of any federal, state
or other governmental entity or agency thereof, except to the extent
that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of
International or would not result in International incurring
material liability.
(k) Insurance. All of the insurable properties of
International are insured for International's benefit under valid
and enforceable policy or policies containing substantially
equivalent coverage and will be outstanding and in full force at the
Closing Date (as hereinafter defined).
(l) Approval of Agreement. International has full
corporate authority to enter into this Agreement. The directors of
International have taken all required action to authorize the
execution and delivery of this Agreement and the performance of the
obligations of International hereunder. This Agreement is and will
be, when executed and delivered by International a valid and binding
agreement of International, enforceable against International in
accordance with its terms, except as such enforceability may be
limited by general principles of equity, bankruptcy, insolvency,
moratorium and similar laws relating to creditors' rights generally.
(m) Material Transactions or Affiliations. There are no
material contracts or agreements of arrangement between
International and any person, who was at the time of such contract,
agreement or arrangement an officer, director or person owning of
record, or known to beneficially own ten percent (10%) or more of
the issued and outstanding International Common Stock and which is
to be performed in whole or in part after the date hereof.
International has no commitment, whether written or oral, to lend
any funds to, borrow any money from or enter into material
transactions with any such affiliated person.
(n) No Conflict With Other Instruments. The execution of
this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which International is a party or to
which any of its properties or operations are subject.
(o) Governmental Authorizations. International has all
licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for
compliance with applicable federal and state securities and
corporation laws, no authorization, approval, consent or order of,
or registration, declaration or filing with, any court or other
governmental or regulatory body is required in connection with (I)
the execution and delivery by International of this Agreement; (ii)
the performance by International of its obligations under this
Agreement; or (iii) the consummation by International of the
transactions contemplated under this Agreement.
(p) Quotation. Certain eligible International Common
Stock is currently quoted on the Over-the-Counter Bulletin Board
(the "OTCBB"), under the symbol "KSNR", and International is not
aware of ongoing or contemplated action by the National Association
of Securities Dealers, Inc. ("NASD") to remove such eligible
International Common Stock from the OTCBB.
(q) Indemnity. International hereby covenants and agrees
to protect, indemnify and hold International, Exchanging
Shareholders, jointly and severally, and Kirshner, and each of their
respective officers, directors and shareholders, harmless from and
against any and all claims, demands, causes of action, judgments,
orders, decrees, damages, liabilities, court or other costs,
attorney fees, reasonable costs of investigation and other costs and
expenses whatsoever (I) arising out of or attributable to any breach
or violation of, or the falsity, inaccuracy or failure of, any
representation, warranty or covenant made by International.
2. Representations, Covenants and Warranties of
Kirshner. Except as disclosed in Schedule 2 which is attached
hereto and incorporated herein by reference, ▇▇▇▇ ▇▇▇▇▇, the
president and sole director of Kirshner (the "Kirshner Responsible
Party"), pursuant to the authority vested in the Kirshner
Responsible Party by the Exchanging Shareholders, hereby represents
and warrants to International to the best knowledge of the Kirshner
Responsible Party as follows:
(a) Organization. Kirshner is a corporation duly
organized, validly existing, and in good standing under the laws of
Delaware. Kirshner has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws,
regulations, ordinances and orders of public authorities to own all
of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including
qualification to do business as a foreign corporation in the
jurisdiction in which the character and location of the assets owned
by it or the nature of the business transacted by it requires
qualification. Attached hereto as Exhibit 2.(a) are complete and
correct copies of the articles of incorporation, bylaws and
amendments thereto as in effect on the Effective Date. The
execution and delivery of this Agreement does not and the
consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not violate any provision of
Kirshner's articles of incorporation or bylaws. The Kirshner
Responsible Party has full power, authority and legal right to join
in the execution of this Agreement for the purposes expressed.
(b) Capitalization. The authorized capitalization of
Kirshner consists of 100,000 shares of Kirshner Common Stock and no
shares of preferred stock. As of the date hereof, 100,000 shares of
the Kirshner Common Stock is issued and outstanding. All issued and
outstanding shares of Kirshner Common Stock are legally issued,
fully paid and nonassessable and have not been issued in violation
of the Securities Act, the Securities Exchange Act or the
preemptive or other rights of any third party. There are no
warrants or options outstanding and there are no other outstanding
subscriptions, convertible securities, or other agreements or
commitments obligating Kirshner to issue or to transfer from
treasury any shares of its capital stock of any class, other than
the Convertible Debt. The Kirshner Exchange Shares represents all
of the issued and outstanding Kirshner Common Stock.
(c) Subsidiaries. Kirshner has no subsidiaries.
(d) Tax Matters; Books & Records.
(1) The books and records, financial and others,
of Kirshner are in all material respects complete and correct
and have been maintained in accordance with good business and
generally accepted accounting practices.
(2) Kirshner has no liabilities with respect to
the payment of any country, federal, state, county or local
taxes (including any deficiencies, interest or penalties).
(3) Kirshner shall remain responsible for all
debts incurred by Kirshner prior to the Closing Date (as
hereinafter defined) provided that as of the Closing Date,
the aggregate outstanding liabilities of Kirshner shall not
exceed the amount of the Convertible Debt (as such term is
hereinafter defined plus the costs and expenses associated
with the transactions contemplated by this Agreement.
(4) Neither Kirshner nor any of its properties or
assets are subject to any material liabilities or obligations
of any nature, whether absolute, accrued, contingent or
otherwise and whether due or to become due, that are not
reflected in its financial statements for the period ended
March 31, 2002 (the "Kirshner Financial Statements").
(e) Litigation and Proceedings. There are no actions,
suits, proceedings or investigations pending or threatened by or
against or affecting Kirshner or its properties, at law or in
equity, before any court or other governmental agency or
instrumentality, domestic or foreign or before any arbitrator of any
kind that would have a material adverse affect on the business,
operations, financial condition or income of Kirshner. Kirshner is
not in default with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court,
arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in
the discovery of such a default.
(f) Material Contract Defaults. Kirshner is not in
default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of
Kirshner, and there is no event of default in any material respect
under any such contract, agreement, lease or other commitment in
respect of which International has not taken adequate steps to
prevent such a default from occurring.
(g) Information. None of the representations and
warranties of Kirshner or other information concerning Kirshner set
forth in this Agreement, in any schedule, exhibit or certificate
furnished or to be furnished in connection with this Agreement are
incomplete or inaccurate in any material respects and do not
contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made in light of the
circumstances under which they were made, not misleading.
(h) Title and Related Matters. Kirshner has good and
marketable title to and is the sole and exclusive owner of all of
its properties, inventory, interest in properties and assets, real
and personal (collectively, the "Kirshner Assets"), as such
Kirshner Assets are reflected in the Kirshner Financial Statements,
free and clear of all liens, pledges, charges or encumbrances.
Kirshner owns, free and clear of any liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature
whatsoever, all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in
connection with Kirshner's business. No third party has any right
to, and Kirshner has not received any notice of infringement of or
conflict with any asserted right of others with respect to any
product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights
which, singly on in the aggregate, if the subject of an unfavorable
decision ruling or finding, would have a materially adverse affect
on the business, operations, financial conditions or income of
Kirshner or any material portion of its properties, assets or rights.
(i) Contracts. On the Closing Date (as hereinafter
defined):
(1) There will be no material contracts,
agreements franchises, license agreements, or other
commitments to which Kirshner is a party or by which it or
any of its properties are bound;
(2) Kirshner will not be a party to any contract,
agreement, commitment or instrument or subject to any charter
or other corporate restriction or any judgment, order, writ,
injunction, decree or award that materially and adversely
affects, or in the future may (as far as International can
now foresee) materially and adversely affect , the business,
operations, properties, assets or conditions of Kirshner; and
(3) Kirshner will not be a party to any material
oral or written: (I) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV
of the Employee Retirement Income Security Act, as amended;
(iii) agreement, contract or indenture relating to the
borrowing of money, except for the Convertible Debt; (iv)
guaranty of any obligation for the borrowing of money or
otherwise, excluding endorsements made for collection and
other guaranties, of obligations; (v) consulting or other
contracts; (vi) collective bargaining agreement; and (vii)
contract, agreement or other commitment.
(j) Compliance With Laws and Regulations. Kirshner has
complied with all applicable statutes and regulations of any
federal, state or other governmental entity or agency thereof,
except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or
condition of International or would not result in Kirshner incurring
material liability.
(k) Insurance. All of the insurable properties of
International are insured for Kirshner's benefit under valid and
enforceable policy or policies containing substantially equivalent
coverage and will be outstanding and in full force at the Closing
Date (as hereinafter defined).
(l) Approval of Agreement. The directors of Kirshner
have taken all required action to authorize the Kirshner Responsible
Party to execute this Agreement for the purposes indicated herein.
(m) Material Transactions or Affiliations. Except as
otherwise indicated herein, there are no material contracts or
agreements of arrangement between Kirshner and any person, who was
at the time of such contract, agreement or arrangement an officer,
director or person owning of record, or known to beneficially own
ten percent (10%) or more of the issued and outstanding Kirshner
Common Stock and which is to be performed in whole or in part after
the date hereof. Except as indicated herein, Kirshner has no
commitment, whether written or oral, to lend any funds to, borrow
any money from or enter into material transactions with any such
affiliated person.
(n) No Conflict With Other Instruments. The execution of
this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which Kirshner is a party or to which any
of its properties or operations are subject.
(o) Governmental Authorizations. Kirshner has all
licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all
material respects as conducted on the date hereof.
(p) Filings. The Kirshner responsible Party will, to the
best ability of the Kirshner Responsible Party, assist Kirshner in
obtaining such financial statements and reports as may be necessary
for International to comply with the requirements of the Securities
Act and the Securities Exchange Act as a result of the transactions
contemplated by this Agreement.
3. Representations and Warranties of Exchanging
Shareholders. Each Exchanging Shareholder represents and warrants
to International, each of which such representations and warranties
shall survive the Closing (as hereinafter defined) hereof and the
consummation of the transactions contemplated hereby, that:
(a) Organization of Certain Shareholders. If the
Exchanging Shareholder is a corporation or other entity, the
Exchanging Shareholder is duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its organization.
(b) Authorization of Transaction. Each Exchanging
Shareholder has full power and authority (including, if the
Exchanging Shareholder is a corporation or other organization, full
organizational power and authority) to execute and deliver this
Agreement and to perform the obligations of Exchanging Shareholder
hereunder. This Agreement constitutes the valid and legally binding
obligation of the Exchanging Shareholder, enforceable in accordance
with its terms and conditions. The Exchanging Shareholder need not
give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate the exchange transaction
contemplated by this Agreement.
(c) Noncontravention. Neither the execution and the
delivery of this Agreement, nor the consummation of the exchange
transaction contemplated hereby, will violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental
agency, or court to which any Exchanging Shareholder is subject or,
if an Exchanging Shareholder is an entity, any provision of its
organizational documents, or conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or
require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Exchanging Shareholder
is a party or by which the Exchanging Shareholder is bound or to
which any of the assets of the Exchanging Shareholder is subject.
(d) Brokers' Fees. No Exchanging Shareholder has any
liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the exchange transaction
contemplated by this Agreement for which International or Kirshner
could become liable or obligated.
(e) Investment. Each Exchanging Shareholder:
(1) understands that the International Exchange
Shares have not been, and will not be, registered under the
Securities Act, or under any state securities laws, and are being
offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering, which depends upon,
among other things, the accuracy of the required representations and
warranties of the Exchanging Shareholders;
(2) understands that there shall be imprinted on
the face of each certificate representing the International Exchange
Shares acquired by Exchanging Shareholders the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT
AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
WITH RESPECT TO SUCH SECURITIES, OR AN OPINION OF THE
ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE ACT.
(3) understands that the International Exchange
Shares must be held indefinitely unless subsequently registered
under the Securities Act or an exemption from such registration is
available, and Exchanging Shareholders acknowledge that
International has no obligation whatsoever to register the
International Exchange Shares under that Securities Act;
(4) understands the provisions of Rule 144 (the
"Rule") promulgated under the Securities Act permit limited resale
of securities purchased in a private transaction, subject to the
satisfaction of certain conditions as set forth in the Rule;
(5) is acquiring the International Exchange Shares
solely for the account of such Exchanging Shareholder for investment
purposes, and not with a view to the distribution thereof;
(6) is familiar with the requirements required to
be designated as an Accredited Investor (as such term is defined
under the Securities Act) and is an Accredited Investor with
knowledge and experience in business and financial matters;
(7) has had the opportunity to obtain such
information as such Exchanging Shareholder desired in order to
evaluate the merits and the risks inherent in acquiring and holding
the International Exchange Shares;
(8) is able to bear the economic risk and lack of
liquidity inherent in holding the International Exchange Shares; and
(f) Information. Exchanging Shareholders understand that
Exchanging Shareholders are acquiring the International Exchange
Shares without being furnished any offering literature or
prospectus. THE EXCHANGING SHAREHOLDERS ACKNOWLEDGE THAT THE
EXCHANGING SHAREHOLDERS HAVE OBTAINED SUCH INFORMATION OR DATA AS
EXCHANGING SHAREHOLDERS MAY DEEM APPROPRIATE IN ORDER TO PROVIDE THE
EXCHANGING SHAREHOLDERS WITH THE BASIS OF MAKING AN INFORMED
INVESTMENT DECISION WITH RESPECT TO THE ACQUISITION OF THE
INTERNATIONAL EXCHANGE SHARES. The Exchanging Shareholders have
been given the opportunity to meet with representatives of
International and to have such representatives answer any questions
and provide any additional information regarding the terms and
conditions of an investment in the International Exchange Shares as
deemed relevant by the Exchanging Shareholder or as a result of any
independent investigations made by any Exchanging Shareholder or by
any Exchanging Shareholder's representative.
(g) Indemnity. Each Exchanging Shareholder hereby,
severally and not jointly, covenants and agrees to protect,
indemnify and hold International, Kirshner and each of its officers,
directors and shareholders, harmless from and against any and all
claims, demands, causes of action, judgments, orders, decrees,
damages, liabilities, court or other costs, attorney fees,
reasonable costs of investigation and other costs and expenses
whatsoever (I) arising out of or attributable to any breach or
violation of, or the falsity, inaccuracy or failure of, any
representation, warranty or covenant made by each such Exchanging
Shareholder, and (ii) arising from or related to the acquisition,
ownership or disposition of the International Exchange Shares in
violation of any representation, warranty or covenant made by such
Exchanging Shareholder.
(h) Kirshner Exchange Shares. Each Exchanging
Shareholder holds of record and owns beneficially the number of
Kirshner Exchange Shares set forth next the name of such Exchanging
Shareholder on Schedule 3.(h), free and clear of any restrictions on
transfer (other than any restrictions under the Securities Act and
state securities laws), taxes, security interests, options,
warrants, purchase rights, contracts, commitments, equities, claims,
and demands. No Exchanging Shareholder is a party to any option,
warrant, purchase right, or other contract or commitment that could
require the Shareholder to sell, transfer, or otherwise dispose of
any Kirshner Exchange Shares (other than this Agreement). The
Kirshner Exchange Shares held by each such Exchanging Shareholder
represents all of the issued and outstanding Kirshner Common Stock
owned by such Exchanging Shareholder.
4. Exchange.
(a) Share Exchange. Subject to all of the terms and
conditions of this Agreement agrees to issue two hundred twenty
(220) shares of International Common Stock in exchange for each one
(1) Kirshner Exchange Share, for an aggregate issuance of 22,000,000
International Exchange Shares. The International Exchange Shares
will be issued to the Exchanging Shareholders pursuant to the
Transfer Agent Instruction (as hereinafter defined). Simultaneously
with the exchange, International will issue 660,000 shares of
International Common Stock in order to convert the Kirshner
Convertible Debt into equity. Accordingly, International shall
issue Twenty Two Million Six Hundred Sixty Thousand (22,660,000)
International Shares in connection with the exchange and the debt
conversion transactions. It is the expressed intention of
International and the Exchanging Shareholders that as a result of
the matters described in this Agreement and upon the occurrence of
the Closing (as hereinafter defined) the Exchanging Shareholders
shall own not less than seventy five and sixty one hundredths
percent (75.61%) of the issued and outstanding International Common
Stock, the recipients of the International Common Stock upon
conversion of the Kirshner Convertible Debt shall own not less than
two and twenty six one hundredths percent (2.26%) of the issued and
outstanding International Common Stock and that all other holders
collectively shall own the remainder of the outstanding
International Common Stock.
(b) Exemption from Registration. The Parties hereto
intend that the International Exchange Shares to be issued by
International to the Exchanging Shareholders shall be exempt from
the registration requirements of the Securities Act pursuant to
Sections 4(2) and 4(6) of the Act and the rules and regulations
promulgated thereunder.
5. Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall occur on or about May 10, 2002
( Closing Date ) as such location and in such manner as may be
mutually determined by International and the Kirshner Responsible
Party. At the Closing:
(a) Each Exchanging Shareholder shall deliver the
certificates representing the Kirshner Exchanging Shares to
International duly endorsed or with a duly executed stock power.
(b) Each Exchanging Shareholder shall receive a
certificate or certificates representing the number of International
Exchange Shares for which the Kirshner Exchange Shares shall have
been exchanged, or in lieu thereof, each Exchanging Shareholder
shall receive a copy of the irrevocable instruction to transfer
agent (the "Transfer Agent Instruction") executed by the president
of International, irrevocably authorizing the transfer agent to
issue the International Exchange Shares to the Exchanging Shareholders.
6. Conditions Precedent to Closing. The obligations of
each of the Parties to conclude the Closing are subject to the
satisfaction, at or before the Closing Date, of each of the
following conditions (collectively, the "Actions"):
(a) Employment Agreement. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
International shall execute that certain employment agreement (the
"Kirshner Employment Agreement") in the form attached hereto as
Exhibit 6.(a).
(b) Contribution of Shares. As set forth in paragraph
1.(b), ▇▇▇▇ is the owner of the ▇▇▇▇ Shares. Accordingly, ▇▇▇▇
shall (I) contribute eighty eight million seven hundred fifty
thousand (88,750,000) of the ▇▇▇▇ Shares to the capital of
International; and (ii) transfer two hundred fifty thousand of the
▇▇▇▇ Shares to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇. After such contribution and
transfer, ▇▇▇▇ shall retain 1,000,000 of the ▇▇▇▇ Shares.
(c) Sale Restriction Agreement. ▇▇▇▇ shall execute that
certain sale restriction agreement (the "▇▇▇▇ Restriction
Agreement") in the form attached hereto as Exhibit 6.(c). The ▇▇▇▇
Restriction Agreement shall, among other things, permit ▇▇▇▇ to
sell, transfer, encumber or otherwise dispose of the remaining
1,000,000 ▇▇▇▇ Shares as follows:
(1) not more than 250,000 of such ▇▇▇▇ Shares
after eighteen (18) months after the Closing Date;
(2) an additional 250,000 of such ▇▇▇▇ Shares
after thirty (30) months after the Closing Date;
(3) an additional 250,000 of such ▇▇▇▇ Shares
after forty two (42) months after the Closing Date; and
(4) the remaining 250,000 of such ▇▇▇▇ Shares
after forty eight (48) months after the Closing Date.
(d) Sale of International Common Stock and Receipt of
Proceeds. International shall have concluded the offer and sale of
One Million (1,000,000) shares of the International Common Stock
pursuant to an exemption provided by Regulation D , Rule 506 under
the Act to Accredited Investors (the "Offering"), and International
shall have received proceeds of the Offering of not less than
$275,000.00 (the "Offering Proceed"). On the Closing Date, the
Offering Proceeds, shall be and remain in a bank account owned and
controlled by International, and signature authority over such bank
account shall be transferred to the New President (as hereinafter
defined).
(e) Directors and Officers.
(1) Effective on and as of the Closing, the
existing directors (the "Existing Directors") of
International shall appoint three (3) new directors
(collectively, the "New Directors"), one (1) of which New
Directors shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, one (1) of which New
Directors shall be a party selected by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
one (1) of which New Directors shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇.
On and as of the appointment of the New Directors the
Existing Directors and existing officers shall resign.
(2) The New Directors shall appoint ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ as chief executive officer and president and shall
appoint such other parties to such other offices as may be
determined by the New Directors.
(f) Certain Actions by International. International
shall execute that certain Rights Agreement (the "Rights Agreement")
in the form attached hereto as Exhibit 6.(f). The Rights Agreement
shall, for a period of six (6) months after the Closing Date:
(1) prohibit International from registering any of
its securities under the Act utilizing Form S-3 or Form S-8 or any
substitution thereof or therefor;
(2) prohibit International from engaging in any
offering more than Ten Million (10,000,000) shares of International
Common Stock or its securities convertible or exchangeable in to
more than Ten Million (10,000,000) shares of International Common
Stock, whether registered under the Act or pursuant to an exemption
from the registration requirements under the Act; and
(3) require that International to use its best
efforts to timely and fully comply with the reporting requirements
of the Securities Act and the Securities Exchange Act, including but
not limited to those reports necessary to enable holders of
International Common Stock to utilize the provisions of Rule 144
under the Securities Act in connection with the sale of
International Common Stock.
7. Conditions Precedent to Obligations of International.
The obligations of International under this Agreement are subject
to the satisfaction, at or before the Closing Date, of the following
conditions:
(a) Accuracy of Representations. The representations and
warranties made by the Kirshner Responsible Party and the Exchanging
Shareholders in this Agreement were true when made and shall be true
on the Closing Date with the same force and effect as if such
representations and warranties were made on the Closing Date (except
for changes therein permitted by this Agreement), and Exchanging
Shareholders shall have performed or compiled with all covenants and
conditions required by this Agreement to be performed or complied
with by Exchanging Shareholders prior to or at the Closing.
(b) Certificate. International shall be furnished with a
certificate, signed by the Kirshner Responsible Party and dated the
Closing Date, to the effect that: (I) that the provisions of
paragraph 7.(a) are true and correct; (ii) the Exchanging
Shareholders have performed all covenants, satisfied all conditions,
and complied with all other terms and provisions of this Agreement
to be performed, satisfied or complied with by Exchanging
Shareholders; (iii) since the Effective Date, Kirshner has not,
other than as permitted hereunder, entered into any material
transaction other than transactions which are usual and in the
ordinary course if its business; and (iv) no litigation, proceeding,
investigation or inquiry is pending or, to the best knowledge of the
Kirshner Responsible Party, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement or, to the extent not disclosed as a
part of this Agreement, by or against International which might
result in any material adverse change in any of the assets,
properties, business or operations of Kirshner.
(c) No Material Adverse Change. Prior to the Closing
Date, there shall not have occurred any material adverse change in
the financial condition, business or operations of nor shall any
event have occurred which, with the lapse of time or the giving of
notice, may cause or create any material adverse change in the
financial condition, business or operations of Kirshner.
(d) Other Items. International shall have received such
further documents, certificates or instruments relating to the
transactions contemplated hereby as International may reasonably
request.
8. Conditions Precedent to Obligations of Kirshner. The
obligations of the Exchanging Shareholders under this Agreement are
subject to the satisfaction, at or before the Closing Date, of the
following conditions:
(a) Accuracy of Representations. The representations and
warranties made by International in this Agreement were true when
made and shall be true on the Closing Date with the same force and
effect as if such representations and warranties were made on the
Closing Date (except for changes therein permitted by this
Agreement), and International shall have performed or compiled with
all covenants and conditions required by this Agreement to be
performed or complied with by International prior to or at the
Closing.
(b) Certificate. Exchanging Shareholders shall be
furnished with a certificate, signed by the President of
International and dated the Closing Date, to the effect that: (I)
that the provisions of paragraph 8.(a) are true and correct; (ii)
International has performed all covenants, satisfied all conditions,
and complied with all other terms and provisions of this Agreement
to be performed, satisfied or complied with by International; (iii)
since the Effective Date, International has not, other than as
permitted hereunder, entered into any material transaction other
than transactions which are usual and in the ordinary course if its
business; and (iv) no litigation, proceeding, investigation or
inquiry is pending or, to the best knowledge of International,
threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this Agreement or,
to the extent not disclosed as a part of this Agreement, by or
against International which might result in any material adverse
change in any of the assets, properties, business or operations of
International.
(c) No Material Adverse Change. Prior to the Closing
Date, there shall not have occurred any material adverse change in
the financial condition, business or operations of nor shall any
event have occurred which, with the lapse of time or the giving of
notice, may cause or create any material adverse change in the
financial condition, business or operations of International.
(d) Other Items. The Exchanging Shareholders shall have
received such further documents, certificates or instruments
relating to the transactions contemplated hereby as the Kirshner
Responsible Party may reasonably request.
9. Special Covenants.
(a) Events Prior to Closing. As of the Effective Date or
as soon thereafter as practical, International and the Exchanging
Shareholders shall execute, acknowledge and deliver (or shall cause
to be executed, acknowledged and delivered) any and all
certificates, opinions, financial statements, schedules, agreements,
resolutions rulings or other instruments required by this Agreement
to be so delivered, together with such other items as may be
reasonably requested by the Parties hereto and their respective
legal counsel in order to effectuate or evidence the transactions
contemplated hereby.
(b) Access to Properties and Records. Prior to Closing,
the Kirshner Responsible Party shall afford the officers and
authorized representatives of International full access to the
properties, books and records of Kirshner, in order that
International may have full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of Kirshner
and the Kirshner Responsible Party will furnish International with
such additional financial and operating data and other information
as to the business and properties of Kirshner , as International
shall from time to time reasonably request. Likewise, International
shall afford the authorized representatives of Exchanging
Shareholders full access to the properties, books and records of
International, in order that Exchanging Shareholders may have full
opportunity to make such reasonable investigation as it shall desire
to make of the affairs of International and International will
furnish the Exchanging Shareholders with such additional financial
and operating data and other information as to the business and
properties of International , as Exchanging Shareholders shall from
time to time reasonably request
(c) Third Party Consents. International and the
Exchanging Shareholders agree to cooperate with each other in order
to obtain any required third party consents to this Agreement and
the transactions herein contemplated.
(d) Actions of Parties after Effective Date.
(1) From and after the Effective Date until the
Closing Date, except as permitted or contemplated by this
Agreement, International and the Kirshner Responsible Party
will each use its best efforts to:
(A) maintain and keep its properties in
states of good repair and condition as exist on the Effective
Date, except for depreciation due to ordinary wear and tear
and damage due to casualty;
(B) maintain in full force and effect
insurance comparable in amount and in scope of coverage to
that maintained by it on the Effective Date;
(C) perform in all material respects all
of its obligations under material contracts, leases and
instruments relating to or affecting its assets, properties
and business;
(2) From and after the Effective Date until the
Closing Date, International will not, without the prior
consent of the Exchanging Parties:
(A) except as otherwise specifically set
forth herein, make any change in its articles of
incorporation or bylaws;
(B) declare or pay any dividend on its
outstanding International Common Stock, except as may
otherwise be required by law, or effect any stock split or
otherwise change its capitalization, except as provided herein;
(C) enter into or amend any employment,
severance or agreements or arrangements with any directors or
officers;
(D) grant, confer or award any options,
warrants, conversion rights or other rights not existing on
the date hereof to acquire any International Common Stock; or
(E) purchase or redeem any International
Common Stock.
10. Termination.
(a) This Agreement may be terminated by International or
a majority of the Exchanging Shareholders, respectively, at any time
prior to the Closing Date if:
(1) there shall be any action or proceeding before
any court or any governmental body which shall seek to
restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgement of
such Parities, made in good faith and based on the advice of
its legal counsel, makes it inadvisable to proceed with the
exchange contemplated by this Agreement; or
(2) any of the transactions contemplated hereby
are disapproved by any regulatory authority whose approval is
required to consummate such transactions; or
(3) in the event of any of the conditions
specified in this Agreement shall not be fulfilled on or
before the Closing Date, provided that a Party may elect to
waive any such condition and conclude the Closing. The
election to conclude the Closing shall not affect the right
of such electing Party reasonably to require any responsible
Party to continue to use its efforts to fulfill the unmet
conditions.
(b) This Agreement may be terminated at any time prior to
the Closing Date by International if Exchanging Shareholders fail to
comply in any material respect or with any of its covenants or
agreements contained in this Agreement or if any of the
representations or warranties of the Kirshner Responsible Party or
the Exchanging Shareholders contained herein shall be inaccurate in
any material respect, which noncompliance or inaccuracy is not cured
after 20 days written notice thereof is given to the Kirshner
Responsible Party and the Exchanging Shareholders. If this
Agreement is terminated pursuant to this paragraph 10.(b), this
Agreement shall be of no further force or effect and no obligation,
right or liability shall arise hereunder.
(c) This Agreement may be terminated at any time prior to
the Closing Date by a majority of the Exchanging Shareholders if
International shall fail to comply in any material respect with any
of its covenants or agreements contained in this Agreement or if any
of the representations or warranties of International contained
herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written
notice thereof is given to International. If this Agreement is
terminated pursuant to this paragraph 10.(c), this Agreement shall
be of no further force or effect and no obligation, right or
liability shall arise hereunder.
(d) In the event of termination pursuant to paragraph
10.(a) , no obligation, right, or liability shall arise hereunder
and each party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated. In the event of
termination pursuant to paragraphs 10.(b) or 10.(c), the breaching
party shall bear all of the expenses incurred by the other party in
connection with the negotiation, drafting and execution of this
Agreement and the transactions herein contemplated.
11. Miscellaneous.
(a) Brokers and Finders. Each party hereto hereby
represents and warrants that it is under no obligation, express or
implied, to pay any finders in connection with the bringing of the
Parties together in the negotiation, execution, or consummation of
this Agreement. The Parties each agree to indemnify the other
against any claim by any third person for any commission, brokerage
or finder's fee or other payment with respect to this Agreement or
the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third
person, whether express or implied from the actions of the
indemnifying party.
(b) Law, Forum and Jurisdiction. This Agreement shall
be construed and interpreted in accordance with the laws of the
State of Florida, United States of America.
(c) Notices. Any notices or other communications
required or permitted hereunder shall be sufficiently given if
personally delivered to it or sent by registered mail or certified
mail, postage prepaid, or by prepaid telegram as indicated
hereinafter or to such other addresses as shall be furnished in
writing by any Party in the manner for giving notices hereunder, and
any such notice or communication shall be deemed to have been given
as of the date so delivered, mailed or telegraphed:
If to International : ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
If to Kirshner: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ P.A.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Boca Raton, Florida 3348
(d) Attorneys' Fees. In the event that any Party
institutes any action or suit to enforce this Agreement or to secure
relief from any default hereunder or breach hereof, the breaching
Party or Parties shall reimburse the non-breaching Party or parties
for all costs, including reasonable attorneys' fees, incurred in
connection therewith and in enforcing or collecting any judgment
rendered therein.
(e) Confidentiality. Each Party hereto agrees with the
other Party that, unless and until the transactions contemplated by
this Agreement have been consummated, they and their representatives
will hold in strict confidence all data and information obtained
with respect to another Party or any subsidiary thereof from any
representative, officer, director or employee, or from any books or
records or from personal inspection, of such other Party, and shall
not use such data or information or disclose the same to others,
except: (I) to the extent such data is a matter of public
knowledge or is required by law to be published; and (ii) to the
extent that such data or information must be used or disclosed in
order to consummate the transactions contemplated by this Agreement.
(f) Schedules; Knowledge. Each Party is presumed to have
full knowledge of all information set forth in the other Party's
schedules delivered pursuant to this Agreement.
(g) Third Party Beneficiaries. This Agreement is solely
between International and the Exchanging Parties and except as
specifically provided, no director, officer, stockholder, employee,
agent, independent contractor or any other person or entity shall be
deemed to be a third party beneficiary of this Agreement.
(h) Entire Agreement. This Agreement represents the
entire agreement between the Parties relating to the subject matter
hereof. This Agreement alone fully and completely expresses the
agreement of the Parties relating to the subject matter hereof.
There are no other courses of dealing, understanding, agreements,
representations or warranties, written or oral, except as set forth
herein. This Agreement may not be amended or modified, except by a
written agreement signed by all Parties hereto.
(i) Survival; Termination. The representations,
warranties and covenants of the respective parties shall survive the
Closing hereof and the consummation of the transactions herein
contemplated for a period of eighteen (18) months after the Closing
Date.
(j) Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and
all of which taken together shall be but a single instrument.
(k) Amendment or Waiver. Every right and remedy provided
herein shall be cumulative with every other right and remedy,
whether conferred herein, at law, or in equity, and may be enforced
concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At any time prior to the Closing
Date, this Agreement may be amended by a writing signed by all
Parties hereto, with respect to any of the terms contained herein,
and any term or condition of this Agreement may be waived or the
time for performance hereof may be extended by a writing signed by
the Party or Parties for whose benefit the provision is intended.
(l) Expenses. Each Party herein shall bear all of their
respective costs and expenses incurred in connection with the
negotiation and preparation of this Agreement and in the
consummation of the transactions provided for herein.
(m) Headings; Context. The headings of the sections and
paragraphs contained in this Agreement are for convenience of
reference only and do not form a part hereof and in no way modify,
interpret or construe the meaning of this Agreement.
(n) Benefit. This Agreement shall be binding upon and
shall inure only to the benefit of the Parties hereto, and their
permitted assigns hereunder. This Agreement shall not be assigned
by any Party without the prior written consent of the other Parties
hereto.
(o) Public Announcements. Except as may be required by
law, none of the Parties hereto shall make any public announcement
or filing with respect to the transactions provided for herein
without the prior consent of the other Parties hereto.
(p) Severability. In the event that any particular
provision or provisions of this Agreement or the other agreements
contained herein shall for any reason hereafter be determined to be
unenforceable, or in violation of any law, governmental order or
regulation, such unenforceability or violation shall not affect the
remaining provisions of such agreements, which shall continue in
full force and effect and be binding upon the respective Parties
hereto.
(q) No Strict Construction. The language of this
Agreement shall be construed as a whole, according to its fair
meaning and intent and not strictly for or against any Party hereto,
regardless of who drafted or was principally responsible for
drafting this Agreement.
(r) Execution Knowing and Voluntary. In executing this
Agreement, the Parties severally acknowledge and represent that each
such Party: (I) has fully and carefully read and considered this
Agreement; (ii) has been or has had the opportunity to be fully
apprized of the legal effect and meaning of this Agreement and all
terms and conditions hereof; and (iii) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any kind.
(Signatures Appear Next Page)
IN WITNESS WHEREOF, the corporate Parties hereto have caused
this Agreement to be executed.
KIRSHNER INTERNATIONAL INC.
By:
_________________________________________
▇▇▇▇▇ ▇▇▇▇, President
Responsible Party hereby executes this Agreement for and on
behalf of Kirshner Corporation solely in connection with those
matters specifically relating to Kirshner Corporation as set forth
herein.
KIRSHNER CORPORATION INC.
By:
_________________________________________
▇▇▇▇ ▇▇▇▇▇, President
(Signatures Continue Next Page)
EXCHANGING SHAREHOLDER COUNTERPART SIGNATURE PAGE
Exchanging Shareholder:
(Individual)
Signature:
______________________________
_______________________________________
(Print Name)
Exchanging Shareholder:
(Entity)
_______________________________________
(Insert Shareholder Name)
By:
___________________________________
(Signature)
_____________________,
_________________
(Print Name)
(Insert
Capacity)
Schedule 1
Exceptions to Representations and Warranties of International
Schedule 2
Exceptions to Representations and Warranties of Kirshner
Schedule 1.(a)
International Organizational Documents
Schedule 2.(a)
Kirshner Organizational Documents
Schedule 3.(h)
Schedule of Exchanging Shareholders
▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Tenants by the Entireties 18,675,000
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 250,000
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ 1,350,000
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ 1,000,000
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, as Tenants by the Entireties 225,000
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 250,000
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, as Custodian for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 250,000
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Total 22,000,000
Schedule 6.(a)
The Kirshner Employment Agreement
Schedule 6.(c)
The ▇▇▇▇ Restriction Agreement
Schedule 6.(f)
The Rights Agreement