EXHIBIT 2.1
EXCHANGE AGREEMENT
This Exchange Agreement (the "Agreement") is made and entered into this
17th day of October, 1997, by and among Tag-It Pacific L.L.C., a Delaware
limited liability company (the "Company"), Tag-It, Inc., a California
corporation ("Tag-It"), Tag-It Printing & Packaging Ltd., a BVI corporation
("Tag-It Hong Kong"), AGS Holdings L.L.C., a Delaware limited liability
company and a subsidiary of the Company ("AGS LLC"), AGS Stationery, Inc., a
California corporation ("AGS Stationery"), Pacific Trim & Belt, Inc., a
California corporation ("Pacific Trim"), each of the shareholders and warrant
holders of Tag-It listed on Attachment "A" hereto ("Tag-It Shareholders" and
"Tag-It Warrant Holders"), each of the shareholders of Tag-It Hong Kong
listed on Attachment "B" hereto ("Tag-It Hong Kong Shareholders"), each of
the shareholders and warrant holders of AGS Stationery listed on Attachment
"C" hereto ("AGS Stationery Shareholders" and "AGS Stationery Warrant
Holders"), each of the shareholders of Pacific Trim listed on Attachment "D"
hereto ("Pacific Trim Shareholders" and collectively with all of the other
shareholders listed on the attachments hereto, the "Shareholders") and Tag-It
Pacific, Inc., a Delaware corporation ("Tag-It Pacific").
R E C I T A L S
A. The Company was formed for the purposes of serving as the ultimate
parent corporation for Tag-It, Tag-It Hong Kong, AGS LLC, AGS Stationery and
Pacific Trim as well as Tag-It de Mexico, SA de CV, a wholly owned subsidiary
of Tag-It, and Tag-It Brands, Inc., a California corporation, a wholly owned
subsidiary of the Company (collectively the "Subsidiaries").
B. The Shareholders and the Company constitute all of the shareholders
of the Subsidiaries and the Tag-It Warrant Holders and AGS Stationery Warrant
Holders constitute all of the option or warrant holders of the Subsidiaries.
C. Each Tag-It Shareholder desires to contribute to the Company all of
the shares of capital stock of Tag-It (the "Tag-It Shares") set forth
opposite its name on Attachment "A" hereto, and in return, the Company
desires to issue to each Tag-It Shareholder the number of membership units
(the "Company Units") set forth opposite the Tag-It Shareholder's name on
Attachment "A" hereto and assume the obligations of Tag-It to each Tag-It
Warrant Holder set forth on Attachment "A" under each warrant to purchase
shares of capital stock of Tag-It (the "Tag-It Warrants") held by such holder.
D. Each Tag-It Hong Kong Shareholder desires to contribute to the
Company all of the shares of capital stock of Tag-It Hong Kong (the "Tag-It
Hong Kong Shares") set forth opposite its name on Attachment "B" hereto, and
in return, the Company desires to issue to each Tag-It Hong Kong Shareholder
the number of Company Units set forth opposite the Tag-It Hong Kong
Shareholder's name on Attachment "B" hereto.
E. Each AGS Stationery Shareholder desires to contribute to AGS LLC all
of the shares of capital stock of AGS Stationery (the "AGS Stationery
Shares") set forth opposite its name on Attachment "C" hereto, and in return
for the transfer of such shares of capital stock of AGS Stationery from the
AGS Stationery Shareholders to AGS LLC, the Company desires to issue to each
AGS Stationery Shareholder the number of Company Units set forth opposite the
AGS Stationery Shareholder's name on Attachment "C" hereto and assume the
obligations of AGS Stationery to each AGS Stationery Warrant Holder set forth
on Attachment "C" under each warrant to purchase shares of capital stock of
AGS Stationery (the "AGS Stationery Warrants") held by such holder.
F. Each Pacific Trim Shareholder desires to contribute to the Company
all of the shares of capital stock of Pacific Trim (the "Pacific Trim
Shares") set forth opposite its name on Attachment "D" hereto, and in return,
the Company desires to issue to each Pacific Trim Shareholder the number of
Company Units set forth opposite the Pacific Trim Shareholder's name on
Attachment "D" hereto.
G. The Tag-It Shares, Tag-It Hong Kong Shares, AGS Stationery Shares
and Pacific Trim Shares are collectively referred to herein as the Subsidiary
Shares.
A G R E E M E N T
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. AUTHORIZATION OF THE SECURITIES; NATURE OF AGREEMENT
a. The Company has authorized the issuance pursuant to the terms
and conditions of this Agreement, of the following number of Company Units:
(1) With respect to the Tag-It Shareholders, that number of
Company Units as set forth opposite the names of the Tag-It Shareholders on
Attachment "A" hereto;
(2) With respect to the Tag-It Hong Kong Shareholders, that
number of Company Units as set forth opposite the names of the Tag-It Hong
Kong Shareholders on Attachment "B" hereto;
(3) With respect to the AGS Stationery Shareholders, that
number of Company Units as set forth opposite the names of the AGS Stationery
Shareholders on Attachment "C" hereto; and
(4) With respect to the Pacific Trim Shareholders, that number
of Company Units as set forth opposite the names of the Pacific Trim
Shareholders on Attachment "D" hereto.
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b. The Company has authorized the issuance to the Tag-It Warrant
Holders, upon exercise of the Tag-It Warrants in accordance with the terms
thereof, that number of Company Units as set forth opposite the names of the
Tag-It Warrant Holders on Attachment "A" hereto.
c. The Company has authorized the issuance to the AGS Stationery
Warrant Holders, upon exercise of the AGS Stationery Warrants in accordance
with the terms thereof, that number of Company Units as set forth opposite
the names of the Warrant Holders on Attachment "C" hereto.
d. This Agreement, insofar as it relates to the issuance of the
Company Units to any Shareholder, the assumption of any warrant held by any
Tag-It Warrant Holder or AGS Stationery Warrant Holder, is a separate
agreement between that Shareholder, Tag-It Warrant Holder or AGS Stationery
Warrant Holder and the Company. But this Agreement insofar as it relates to
the rights, duties and remedies of the Company and the several Shareholders,
Tag-It Warrant Holders and AGS Stationery Warrant Holders, from and after the
Effective Time hereunder, shall be deemed to be one agreement.
e. It is intended by the parties that the contribution by the
Shareholders of the Subsidiary Shares to the Company or to AGS LLC pursuant
to this Agreement shall constitute a contribution under Section 721 of the
Internal Revenue Code of 1986, as amended.
2. TRANSFER AND DELIVERY OF SHARES.
a. Each Tag-It Shareholder does hereby irrevocably assign, convey
and transfer to the Company, and does hereby deliver to the Company stock
certificates (the "Tag-It Certificates") representing, the number of Tag-It
Shares set forth opposite such Tag-It Shareholder's name on Attachment "A"
hereto, appropriately endorsed for transfer to the Company, subject to the
terms and conditions set forth herein.
b. Each Tag-It Hong Kong Shareholder does hereby irrevocably
assign, convey and transfer to the Company, and does hereby deliver to the
Company stock certificates (the "Tag-It Hong Kong Certificates")
representing, the number of Tag-It Hong Kong Shares set forth opposite such
Tag-It Hong Kong Shareholder's name on Attachment "B" hereto, appropriately
endorsed for transfer to Tag-It, subject to the terms and conditions set
forth herein.
c. Each AGS Stationery Shareholder does hereby irrevocably
assign, convey and transfer to AGS LLC, and does hereby deliver to AGS LLC
stock certificates (the "AGS Stationery Certificates") representing, the
number of AGS Stationery Shares set forth opposite such AGS Stationery
Shareholder's name on Attachment "C" hereto, appropriately endorsed for
transfer to AGS LLC, subject to the terms and conditions set forth herein.
d. Each Pacific Trim Shareholder does hereby irrevocably assign,
convey and transfer to the Company, and does hereby deliver to the Company
stock certificates (the
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"Pacific Trim Certificates") representing, the number of Pacific Trim Shares
set forth opposite such Pacific Trim Shareholder's name on Attachment "D"
hereto, appropriately endorsed for transfer to the Company, subject to the
terms and conditions set forth herein.
e. The foregoing deliveries are irrevocable, and neither the death
or disability of any of the Shareholders shall affect the transactions
contemplated hereby.
f. The term "Certificates" shall mean the certificates defined in
Sections 2(a) through (d) above.
3. TRANSFER OF THE SHARES. Each of the Company and AGS LLC, as
applicable, is authorized to hold the Certificates in its custody until the
Effective Time (as defined below), immediately thereafter, upon issuance by
the Company to the Shareholders of the Company Units pursuant to Section 4,
below, the Tag-It Certificates, Tag-It Hong Kong Certificates and Pacific
Trim Certificates shall be deemed to be transferred to the Company and the
AGS Stationery Certificates shall be deemed to be transferred to AGS LLC.
Promptly thereafter, each of the Subsidiaries shall effect such transfer on
the books of each respective Subsidiary, and shall issue to the Company or
AGS LLC, respectively, new certificates for such shares registered in the
name of the Company or AGS LLC, respectively. Until the Effective Time, each
Shareholder shall remain the owner of the Subsidiary Shares represented by
the Certificates delivered by such Shareholder to the Company pursuant to
Section 2 above and shall have the right to vote such shares and to receive
all dividends and distributions thereon.
4. ISSUANCE OF THE COMPANY UNITS.
a. In consideration of the transfer of the Tag-It Shares pursuant
to Section 2, above, the Company hereby agrees that it will, promptly
following the Effective Time, deliver to each Tag-It Shareholder the number
of Company Units set forth opposite such Tag-It Shareholder's name on
Attachment "A" hereto issued in the name of such Tag-It Shareholder.
b. In consideration of the transfer of the Tag-It Hong Kong Shares
pursuant to Section 2, above, the Company hereby agrees that it will,
promptly following the Effective Time, deliver to each Tag-It Hong Kong
Shareholder the number of Company Units set forth opposite such Tag-It Hong
Kong Shareholder's name on Attachment "B" hereto issued in the name of such
Tag-It Hong Kong Shareholder.
c. In consideration of the transfer of the AGS Stationery Shares
to AGS LLC, the Company hereby agrees that it will promptly following the
Effective Time deliver to each AGS Stationery Shareholder the number of
Company Units set forth opposite such AGS Stationery Shareholder's name on
Attachment "C" hereto issued in the name of such AGS Stationery Shareholder.
d. In consideration of the transfer of the Pacific Trim Shares
pursuant to Section 2, above, the Company hereby agrees that it will, promptly
following the Effective
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Time, deliver to each Pacific Trim Shareholder the number of Company Units
set forth opposite such Pacific Trim Shareholder's name on Attachment "D"
hereto issued in the name of such Pacific Trim Shareholder.
5. ASSUMPTION OF WARRANTS. Upon the Effective Time, each of the then
outstanding Tag-It Warrants and AGS Stationery Warrants ("Old Warrants"),
shall, subject to the terms of the Old Warrants, be assumed by the Company.
The Old Warrants assumed by the Company shall be exercisable upon the same
terms and conditions as under the agreements reflecting such Old Warrants,
except that (i) each such Old Warrant shall be exercisable for that number of
Company Units into which the number of shares of Tag-It or AGS Stationery
common stock, as the case may be, subject to such Old Warrant immediately
prior to the Effective Time would be converted under Sections 4(a) and 4(c)
of this Agreement, respectively (such number of Company Units being set forth
opposite the name of the holder of each Old Warrant on Attachment "A" and
Attachment "C" hereto, respectively), and (ii) the exercise price per Company
Unit shall be equal to (x) the per share exercise price of such Old Warrant
in effect immediately prior to the Effective Time multiplied by the number of
shares of Tag-It or AGS Stationery common stock, as the case may be, subject
to such Old Warrant immediately prior to the Effective Time, DIVIDED BY (y)
the number of Company Units subject to such Old Warrant immediately following
the Effective Time.
6. EFFECTIVE TIME. For purposes of this Agreement, the Effective Time
shall mean 5:00 p.m. on October 17, 1997.
7. TAG-IT PACIFIC EXCHANGE. The parties understand that the Company is
contemplating a public offering at some time following the Effective Time and
further understand and agree that there is no agreement or assurance that
such an offering will be consummated. If, however, the Company is able to
effect a public offering, in order to permit the offering to occur, the
parties agree that the Company will be converted in form to a corporation by
the exchange of all outstanding LLC Units for the same number of shares of
Common Stock of Tag-It Pacific immediately prior the time the offering is
declared effective by the Securities and Exchange Commission (the
"Commission"). Accordingly, immediately prior to the time at which a
registration statement relating to a public offering of the common stock, par
value $.001 per share (the "Common Stock") of Tag-It Pacific, is declared
effective by the Commission, without any action on the part of the Company,
Tag-It Pacific, the Shareholders, the Tag-It Warrant Holders or the AGS
Stationery Warrant Holders:
a. each Company Unit shall be automatically exchanged for a share
of Common Stock and, in connection therewith, each of the Shareholders will
be issued that number of shares of Common Stock which is equal to the number
of Company Units held by such Shareholder;
b. each Old Warrant shall be assumed by Tag-It Pacific and, subject
to all of the terms and conditions of such Old Warrant, become exercisable for
number of shares of
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Common Stock which is equal to the number of Company Units underlying the Old
Warrant then held by such Tag-It Warrant Holder or AGS Stationery Warrant
Holder; and
c. The Company will be dissolved.
Promptly following such issuance, Tag-It Pacific will deliver
certificates representing such shares of Common Stock to each of the
Shareholders.
d. It is intended by the parties that any exchange by the
Shareholders of their LLC Units to Tag-It Pacific as contemplated under this
Section 7 shall constitute a valid transaction under Section 351 of the
Internal Revenue Code of 1986, as amended.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS AND
WARRANT HOLDERS. Each Shareholder, Tag-It Warrant Holder and AGS Stationery
Warrant Holder warrants, represents and covenants that:
a. it has good and marketable title to the Subsidiary Shares to be
transferred by it pursuant to Section 2 or Tag-It Warrants or AGS Stationery
Warrants, free and clear of all liens, claims and encumbrances of any kind;
b. the Subsidiary Shares to be transferred by such Shareholder
pursuant to Section 2 or Tag-It Warrants or AGS Stationery Warrants to be
assumed pursuant to Section 5 above constitute all of the Subsidiary Shares,
Tag-It Warrants or AGS Stationery Warrants owned or controlled (directly or
indirectly) beneficially or of record by such Shareholder, Tag-It Warrant
Holder or AGS Stationery Warrant Holder;
c. it is acquiring the Company Units, warrants to purchase Company
Units, shares of Common Stock and/or warrants to purchase Common Stock
(collectively, the "Securities") for its own account with the present
intention of holding such Securities for investment purposes only and not
with a view to, or for sale in connection with, any distribution of such
Securities (other than a distribution in compliance with all applicable
federal and state securities laws);
d. it is an experienced and sophisticated investor and has such
knowledge and experience in financial and business matters that it is capable
of evaluating the relative merits and the risks of an investment in the
Securities and of protecting its own interests in connection with this
transaction;
e. it is willing to bear and is capable of bearing the economic
risk of an investment in the Securities;
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f. it is an "accredited investor" as that term is defined under
Rule 501(a)(8) of Regulation D promulgated by the Commission under the
Securities Act of 1933, as amended (the "Act"); and
g. it understands that there can be no guarantee that a
registration statement relating to the initial public offering of the Common
Stock of Tag-It Pacific will be declared effective by the Commission and,
except as provided in Section 7 hereof, no section or provision of this
Agreement shall be conditioned upon or subject to any registration statement
being declared effective by the Commission or an initial public offering
being consummated by Tag-It Pacific.
9. RESTRICTIONS ON TRANSFER. Each Shareholder, Tag-It Warrant Holder
and AGS Stationery Warrant Holder agrees that it shall not sell, transfer
(with or without consideration), assign, pledge, hypothecate or otherwise
dispose of (collectively, "Transfer") any of the Securities unless such
Securities are disposed of pursuant to and in conformity with an effective
registration statement filed with the Commission pursuant to the Act, or
pursuant to an available exemption from the registration and prospectus
delivery requirements of the Act, and the proposed disposition will not
result in a violation of the securities laws of any state of the United
States.
If requested by the Company, such Shareholder, Tag-It Warrant Holder and
AGS Stationery Warrant Holder shall, prior to the transfer of any of the
Securities, deliver to the Company a written opinion of counsel, satisfactory
to the Company and its counsel, that the proposed disposition will comply
with the requirements set forth in this Section 9. Any attempted Transfer
which is not in full compliance with this Section 9 shall be null and void AB
INITIO, and of no force or effect.
Each Shareholder, Tag-It Warrant Holder and AGS Stationery Warrant Holder
further agrees that any certificate evidencing the Securities shall bear the
following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER
HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF THE COMPANY.
Each Shareholder, Tag-It Warrant Holder and AGS Stationery Warrant Holder
further acknowledges and agrees that the Company may, at its option, place
notations evidencing the
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foregoing restrictions on transfer in its shareholders register, and may
place appropriate "stop transfer" instructions with its transfer agent, if
any.
Each Shareholder, Tag-It Warrant Holder and AGS Stationery Warrant Holder
further agrees that it shall not Transfer any of the Securities other than as
required by this Agreement until the Company or its successor shall have
completed at least 30 days of combined operations following the Effective
Time and prepared and distributed financial statements to the Shareholders
showing results of the Company's operation for a period of at least one
calendar month of combined operations following the Effective Time, and the
Company agrees to use its best efforts to promptly prepare and distribute
such financial statements.
10. MISCELLANEOUS.
a. The provisions of this Agreement may not be waived, altered,
amended or repealed in whole or in part except by a written instrument signed
by all parties.
b. The failure or delay on the part of any party to exercise any
right or remedy, power or privilege shall not operate as a waiver thereof. A
waiver, to be effective, must be in writing and signed by the party making
the waiver. A written waiver of a default shall not operate as a waiver of
any other default or of the same type of default on a future occasion.
c. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
d. This Agreement shall be binding upon the parties, their
respective successors and assigns. No party may assign, transfer or delegate
its rights, obligations or duties hereunder without the express written
consent of all other parties.
e. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE,
WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS.
f. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
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This Agreement shall be effective as of the date first written above.
TAG-IT PACIFIC L.L.C.
By: /s/ XXXXX XXXX
---------------------------
Its: Manager
---------------------------
TAG-IT, INC.
By: /s/ XXXXX XXXX
---------------------------
Its: President
---------------------------
TAG-IT PRINTING & PACKAGING LTD.
By: /s/ XXXXXXXX XXXXXXXX
---------------------------
Its: Managing Director
---------------------------
TAG-IT DE MEXICO, SA DE CV
By: /s/ XXXXXXXX XXXXXXXX
---------------------------
Its: President
---------------------------
AGS HOLDINGS L.L.C.
By: /s/ XXXXX XXXX
---------------------------
Its: Manager
---------------------------
AGS STATIONERY, INC.
By: /s/ XXXXX XXXX
---------------------------
Its: President
---------------------------
(SIGNATURES CONTINUED)
(SIGNATURES CONTINUED)
TAG-IT BRANDS, INC.
By: /s/ XXXXX XXXX
---------------------------
Its: President
---------------------------
PACIFIC TRIM & BELT, INC.
By: /s/ XXXXXX XXXX
---------------------------
Its: President
---------------------------
TAG-IT PACIFIC, INC.
By: /s/ XXXXX XXXX
---------------------------
Its: Chief Executive Officer
---------------------------
/s/ XXXX XXXX
---------------------------
XXXX XXXX
/s/ XXXXX XXXX
---------------------------
Xxxxx Xxxx
/s/ XXXXXX XXXX
---------------------------
Xxxxxx Xxxx
/s/ XXXXXXXX XXXXXXXX
---------------------------
Xxxxxxxx Xxxxxxxx
(SIGNATURES CONTINUED)
(SIGNATURES CONTINUED)
/s/ XXXXXXXX XXXXXXXX
---------------------------
Xxxxxxxxx Xxxxxxxx
/s/ XXXXX XXXXXXXXXX
---------------------------
Xxxxx Xxxxxxxxxx
/s/ XXXX XXXXXX
---------------------------
Xxxx Xxxxxx
/s/ XXXXXXX XXXXX
---------------------------
Xxxxxxx Xxxxx
/s/ XXXXX XXXX
---------------------------
Xxxxx Xxxx
/s/ XXXXX XXXXXXX
---------------------------
Xxxxx Xxxxxxx
/s/ XXXXX XXXXXXX
---------------------------
Xxxxx Xxxxxxx
(SIGNATURES CONTINUED)
(SIGNATURES CONTINUED)
SALONER FAMILY LIMITED PARTNERSHIP
By: /s/ XXXX XXXXXXX
---------------------------
Its:
---------------------------
DAROSID N.V.
By: /s/
---------------------------
Its:
---------------------------
ATTACHMENT "A"
LIST OF TAG-IT SHAREHOLDERS
========================================================================
SHAREHOLDER NUMBER OF NUMBER OF
TAG-IT SHARES COMPANY
TRANSFERRED UNITS ISSUED
------------------------------------------------------------------------
Xxxxx Xxxx 200.000 560,505
------------------------------------------------------------------------
Xxxxxx Xxxx 200.000 560,505
------------------------------------------------------------------------
Xxxx Xxxx 133.485 374,095
------------------------------------------------------------------------
Saloner Family Limited 47.835 134,060
Partnership
------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 33.485 93,842
------------------------------------------------------------------------
Xxxxx Xxxx 18.00 50,445
------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx 5.000 14,013
========================================================================
LIST OF TAG-IT WARRANT HOLDERS
========================================================================
WARRANT HOLDER NUMBER OF NUMBER OF
TAG-IT SHARES COMPANY
UNDERLYING UNITS
WARRANTS UNDERLYING
WARRANTS
------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx 14 39,235
========================================================================
ATTACHMENT "B"
LIST OF TAG-IT HONG KONG SHAREHOLDERS
========================================================================
SHAREHOLDER NUMBER OF NUMBER OF
TAG-IT HONG COMPANY
KONG SHARES UNITS ISSUED
TRANSFERRED
------------------------------------------------------------------------
Xxx Xxxxx Trading Ltd. 1.0000 110,324
------------------------------------------------------------------------
Saloner Family Investments Limited 0.091 10,091
Partnership
------------------------------------------------------------------------
Xxxx Xxxx 0.0640 7,063
------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 0.0640 7,063
========================================================================
ATTACHMENT "C"
LIST OF AGS STATIONERY SHAREHOLDERS
SHAREHOLDER NUMBER OF AGS NUMBER OF
STATIONERY COMPANY
SHARES UNITS ISSUED
TRANSFERRED
========================================================================
Xxxx Xxxx 474.265 80,243
------------------------------------------------------------------------
Xxxxxx Xxxx 450.000 76,137
------------------------------------------------------------------------
Xxxxx Xxxx 142.000 24,026
------------------------------------------------------------------------
Saloner Family Investments Limited 94.665 16,017
Partnership
------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx 66.265 11,212
------------------------------------------------------------------------
Xxxxx XxXxxxx 35.000 5,922
========================================================================
LIST OF AGS STATIONERY WARRANT HOLDERS
========================================================================
WARRANT HOLDER NUMBER OF AGS NUMBER OF
STATIONERY COMPANY
SHARES UNITS
UNDERLYING UNDERLYING
WARRANTS WARRANTS
------------------------------------------------------------------------
Xxxxx Xxxxxxx 135 22,841
========================================================================
ATTACHMENT "D"
LIST OF PACIFIC TRIM SHAREHOLDERS
========================================================================
SHAREHOLDER NUMBER OF NUMBER OF
PACIFIC TRIM COMPANY
SHARES UNITS ISSUED
TRANSFERRED
------------------------------------------------------------------------
Xxxxxx Xxxx 6,183.395 152,865
------------------------------------------------------------------------
Xxxxxxx Xxxxx 3,264.000 80,692
------------------------------------------------------------------------
Xxxxxxxx Xxxxxxxx 3,065.605 75,788
------------------------------------------------------------------------
Xxxx Xxxxxx 1,015.000 25,093
========================================================================
