ims082906ita_ex99-1.txt
EXHIBIT 99.1
SHARE PURCHASE AGREEMENT
This agreement ("Agreement") which for identification purposes only is dated
August 29, 2006, is entered into by and among International Monetary Systems,
Ltd., a Wisconsin corporation (IMS), Xxxx X. Xxxxxx ("Xxxx"), Xxxx X. Xxxxxxx
("Xxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx"), the
National Trade Association, Inc. Employee Stock Ownership Trust Agreement
("ESOP") and National Trade Association, Inc., an Illinois corporation ("NTA").
At times Xxxx, Jack, Bonnie, Hilary and ESOP are referred to herein
individually as "Seller" and collectively as "Sellers".
WHEREAS, NTA is an Illinois corporation that does business under the names
of National Trade Association and Illinois Trade Association; and
WHEREAS, the Sellers own all of the ten thousand (10,000) issued and
outstanding shares of NTA as follows:
Xxxx - 3,600 Shares
Xxxx - 3,000 Shares
Xxxxxx - 200 Shares
Hilary - 200 Shares
ESOP - 3,000 Shares
WHEREAS, the shares of NTA that are owned by the Sellers are referred to
herein individually as "Share" and collectively as the "Shares"; and
WHEREAS, NTA is engaged in business as a barter trade exchange; and
WHEREAS, IMS is interested in purchasing from the Sellers all of their
Shares; and
WHEREAS, the Sellers are interested in selling to IMS all of their Shares;
and
WHEREAS, the parties desire to enter into this Agreement for the sale all
of the Shares by the Sellers to IMS.
NOW, THEREFORE, the Sellers and IMS agree as follows:
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ARTICLE I
BASIC PROVISIONS
A. At or prior to closing, all cash and cash equivalents of NTA shall be
distributed to the Sellers as a dividend to be made prorata to the Sellers
based upon their percentage of ownership of the Shares immediately before the
sale of the Shares to IMS (the "Pre-Sale Dividend"). It is expressly
acknowledged that at the time that IMS acquires ownership of the Shares, that
all of NTA's cash and cash equivalents will have been distributed to the
Sellers and will no longer be an asset of NTA. Any life insurance policies
owned by NTA on the life of Xxxx or Xxxx and the cash surrender value of any
such life insurance policies shall be deemed to be cash or a cash equivalent of
NTA to be distributed pursuant to this Agreement. The first to die life
insurance policy that insures the joint lives of Xxxx and Xxxx (the "First To
Die Policy") shall be terminated after the closing. The cash surrender proceeds
from the termination of the First To Die Policy shall be distributed prorata to
the Sellers as part of the Pre-Sale Dividend. IMS acknowledges that it will not
receive any benefit whatsoever from the First To Die Policy.
B. At closing, the Sellers shall sell, assign and transfer to IMS all of
the Shares.
C. The purchase price for the sale of the Shares (the "Purchase Price")
shall be Four Hundred Sixty and 00/100 Dollars per Share for a total Purchase
Price of Four Million Six Hundred Thousand and 00/100 Dollars ($4,600,000.00)
for all of the Shares.
D. Upon the signing of this Agreement, IMS shall deposit with NTA a
nonrefundable deposit in the amount of Seventy-Five Thousand and 00/100
($75,000.00) (the "Xxxxxxx Money"). The Xxxxxxx Money shall not be refundable
for any reason except if any of the Sellers fail to transfer Shares to IMS.
The Xxxxxxx Money shall be retained by NTA until the closing, at which time
the Xxxxxxx Money shall be applied to the Purchase Price. If for any reason
except for the Sellers refusal to assign the Shares, IMS does not purchase the
Shares on or before December 1, 2006, then after December 1, 2006, NTA shall
retain the Xxxxxxx Money as its own, as and for NTA's costs pertaining to this
transaction, such as legal, accounting, ESOP fees, and independent fiduciary
fees for ESOP. Given the difficulty of ascertaining the amount of NTA's
damages, the parties agree that the retention of the Xxxxxxx Money shall be
liquidated damages of NTA. If through no fault of Sellers, IMS fails to
purchase the Shares on or before December 1, 2006, then this Agreement shall
terminate, there shall be no further obligation to sell or purchase the Shares
and NTA's sole remedy shall be the retention of the Xxxxxxx Money. If the
Sellers fail or refuse to sell any of the Shares on or before December 1, 2006,
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then the sole remedy of IMS shall be specific performance. Notwithstanding the
foregoing provisions to the contrary, as ESOP is an Employee Stock Ownership
Plan that is governed by the terms of the Employee Retirement and Income
Security Act ("ERISA"), the Trustees of ESOP shall be retaining an independent
fiduciary (the "Independent Fiduciary") for the purposes of reviewing this
transaction and advising the ESOP Trustees as to the fairness of this
transaction to ESOP. Accordingly, this entire Agreement is contingent upon the
Independent Fiduciary approving this transaction. If the Independent Fiduciary
does not approve this transaction on or before December 1, 2006, then this
Agreement shall be terminated without fault of either party. If so terminated
pursuant to this Paragraph, then NTA shall promptly refund the Xxxxxxx Money
to IMS. At closing IMS will pay to the Sellers the balance of the Purchase
Price in full by wire transfer of funds (without any prorations) as follows:
1. Xxxx shall be paid One Million Six Hundred Twenty-Nine Thousand
and 00/100 Dollars ($1,629,000.00).
2. Xxxx shall be paid One Million Three Hundred Fifty-Seven Thousand
Five Hundred and 00/100 Dollars ($1,357,500.00).
3. Xxxxxx shall be paid Ninety Thousand Five Hundred and 00/100
Dollars ($90,500.00).
4. Hilary shall be paid Ninety Thousand Five Hundred and 00/100
Dollars ($90,500.00).
5. ESOP shall be paid One Million Three Hundred Fifty-Seven Thousand
Five Hundred and 00/100 Dollars ($1,357,500.00)
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At closing, the Xxxxxxx Money shall be distributed by NTA to the Sellers
prorata based upon their percentage of ownership prior to the closing.
E. After closing, all life insurance policies owned by NTA that insure Xxxx
alone shall be transferred to Xxxx, with the cash surrender value (if any) to
be retained by Xxxx. The cash surrender value that is retained by Xxxx shall
be treated as a portion of the Pre-Sale Dividend that is payable to Xxxx. IMS
does not anticipate and shall not receive any value pertaining to such life
insurance policies.
F. After closing, all life insurance policies owned by NTA that insure Xxxx
alone shall be transferred to Xxxx, with the cash surrender value (if any) to
be retained by Xxxx. The cash surrender value that is retained by Xxxx shall
be treated as a portion of the Pre-Sale Dividend that is payable to Xxxx. IMS
does not anticipate and shall not receive any value pertaining to such life
insurance policies.
G. Except for continuing to work for NTA, Xxxx and Xxxx each agree that they
shall not engage in a competitive barter trade exchange for a period of twelve
(12) months from the date of their termination of employment with NTA.
H. IMS acknowledges that NTA maintains a trade account with the ITA system
(the "System") and that NTA owes approximately Six Hundred Six Thousand and
00/100 Dollars ($606,000.00) to the System as of the date hereof (the "NTA
Trade Deficit").
I. Commencing at closing, Xxxx shall be a part-time employee of NTA on the
following terms:
1. Part-Time shall mean an average of twenty-five (25) hours per week,
but it is intended that Xxxx may have a flexible schedule.
2. The term of employment shall be for an initial period of nine (9)
months ("Joan's Initial Term") commencing on the closing date.
3. Xxxx will be paid Three Thousand Three Hundred Thirty-Three and 00/100
Dollars ($3,333.33) per month.
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4. Upon expiration of Joan's Initial Term, the term of Joan's employment
shall automatically be extended for an additional nine (9) month term
("Joan's Extended Term") on the same conditions as Joan's Initial Term.
However, at any time within the first Two Hundred Forty (240) days of
Joan's Initial Term, either Xxxx or NTA by written notice to the other
party, may elect that Joan's employment shall not renew for Joan's
Extended Term, and in such event Joan's employment shall end at the end
of Joan's Initial Term.
5. In the event that NTA's management encounters problems in its working
relationship with Xxxx, then NTA may terminate the day-to-day service
portion of this employment arrangement, but will be required to pay Xxxx
for the balance of the term, as it may be automatically extended.
6. Joan's duties shall be as follows:
* Provide training on past procedures and policies to the new IMS
management team at the NTA offices.
* Aid employees in making a smooth transition.
* Help solve client problems.
* Give support to the Chicago-area outside sales force.
* Verify information on new-client contracts before they are entered
into the IMS software.
* Consult with IMS management on the implementation of any changes
in policies.
* Give support to IMS' legal department in the collection of
delinquent accounts.
* Provide other mutually agreed upon services that will help with
the transition and will strengthen the new operation.
J. Commencing at closing, Xxxx shall be a part-time employee of NTA on the
following terms:
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1. Part-Time shall mean an average of twenty-five (25) hours per week,
but it is intended that Xxxx may have a flexible schedule.
2. The term of employment shall be for an initial period of nine (9)
months ("Jack's Initial Term") commencing on the closing date.
3. Xxxx will be paid Three Thousand Three Hundred Thirty-Three and 00/100
Dollars ($3,333.33) per month.
4. Upon expiration of Jack's Initial Term, the term of Jack's employment
shall automatically be extended for an additional nine (9) month term
("Jack's Extended Term") on the same conditions as Jack's Initial Term.
However, at any time within the first Two Hundred Forty (240) days of
Jack's Initial Term, either Xxxx or NTA by written notice to the other
party, may elect that Jack's employment shall not renew for Jack's
Extended Term, and in such event Jack's employment shall end at the end
of Jack's Initial Term.
5. In the event that NTA's management encounters problems in its working
relationship with Xxxx, then NTA may terminate the day-to-day service
portion of this employment arrangement, but will be required to pay Xxxx
for the balance of the term, as it may be automatically extended.
6. Jack's duties shall be as follows:
* Provide training on past procedures and policies to the new IMS
management team at the NTA offices.
* Aid employees in making a smooth transition.
* Help solve client problems.
* Give support to the Chicago-area outside sales force.
* Consult with IMS management on the implementation of any changes in
policies.
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* Offer creative ideas and suggestions that will enhance the enrollment
of new members and improve the trade velocity of existing clients.
* Provide other mutually agreed upon services that will help with the
transition and will strengthen the new operation.
K. For a period of four (4) years commencing on the closing date, Xxxx may
purchase from IMS and NTA (at her request) trade credits of IMS, NTA and any
other trade associations with which NTA and/or IMS are affiliated and for
which trade credits are available (hereinafter referred to as "Trade Dollars")
at thirty-three percent (33%) of face value. Therefore, for each Trade Dollar
that Xxxx purchases, Xxxx shall pay to IMS, NTA (or the affiliated trade
association) thirty-three cents (.33). Xxxx may not purchase more than
Twenty-Five Thousand (25,000) Trade Dollars per year at this discounted rate.
Additionally, IMS, NTA or the affiliated trade association shall not charge
Xxxx any fees whatsoever, including transaction fees or monthly membership fees.
L. For a period of four (4) years commencing on the closing date, Xxxx may
purchase from IMS and NTA (at his request) trade credits of IMS,NTA and any
other trade associations with which NTA and/or IMS is affiliated and for
which trade credits are available (hereinafter referred to as "Trade Dollars")
at thirty-three percent (33%) of face value. Therefore, for each Trade Dollar
that Xxxx purchases, Xxxx shall pay to IMS, NTA (or the affiliated trade
association) thirty-three cents (.33). Xxxx may not purchase more than
Twenty-Five Thousand (25,000) Trade Dollars per year at this discounted rate.
Additionally, IMS, NTA or the affiliated trade association shall not charge
Xxxx any fees whatsoever, including transaction fees or monthly membership fees.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of IMS. IMS hereby covenants, represent
and warrants to the Sellers as follows:
1. Organization and Good Standing. IMS is a corporation duly
incorporated and organized, validly existing, in good standing and is up
to date in all of the filings and registrations required under the laws
of its jurisdiction of incorporation.
2. Due Authorization. IMS has the necessary corporate authority and
capacity to enter into this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement has been duly
authorized by all necessary corporate action on its part.
3. No Violation. IMS is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, charter or bylaw
provision, statute, regulation, order, judgment, decree or law which
would be violated, breached by or under which any default would occur as
a result of the execution and delivery by IMS of this Agreement or the
performance by it of any of the terms of this Agreement.
4. Valid and Binding. IMS has the full power, legal capacity and
authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.
5. Indemnifications. IMS agrees to indemnify the Sellers from and
against any and all claims, demands, losses, costs, expenses, liabilities
or damages suffered or incurred by any Seller by any misrepresentation
or breach of this Agreement by IMS.
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6. IMS acknowledges that the Shares have not been registered under the
Securities Act of 1933, as amended, and represents that it (a) is
acquiring the Shares for its own account and not with a view to, or for
offer or sale in connection with, the distribution thereof, and (b) to
its satisfaction, has been granted access to and had the opportunity to
review, and ask questions regarding, financial and other information
about NTA and the contemplated transaction.
B. Representations and Warranties of Xxxx and Xxxx. Xxxx and Xxxx covenant,
represent and warrant to IMS that, save and except as has been disclosed to
IMS, whether in this Agreement or orally or in writing prior to the signing of
this Agreement, as follows:
1. Organization and Good Standing. NTA is a corporation duly
incorporated and organized, validly existing, in good standing and is up
to date in all of the filings and registrations required under the laws
of its jurisdiction of incorporation.
2. Due Authorization. Each Seller and NTA has the necessary authority
and capacity to enter into this Agreement and to perform their
obligations hereunder. The execution and delivery of this Agreement has
been duly authorized by all necessary action.
3. No Violation. NTA is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, charter or bylaw
provision, statute, regulation, order, judgment, decree or law which
would be violated, breached by or under which any default would occur
as a result of the execution and delivery by IMS of this Agreement or
the performance by it of any of the terms of this Agreement.
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4. Valid and Binding. The Sellers have the full power, legal capacity
and authority to execute and deliver this Agreement and to perform their
obligations under this Agreement.
5. Indemnifications. Xxxx and Xxxx agree to severally indemnify IMS
from and against any and all claims, demands, losses, costs, expenses,
liabilities or damages suffered or incurred by IMS as a result of any
misrepresentation contained herein or any breach of this Agreement by
any of the Sellers. Notwithstanding the foregoing sentence to the
contrary, such indemnity shall be limited as follows:
a. The indemnification obligation shall be several, not joint and
several. Joan's percentage of any IMS damages shall be Fifty-Seven
percent (57%). Jack's percentage of any IMS damages shall be Forty-
Three percent (43%). Therefore, by way of example and not by way of
limitation, if the damages of IMS pursuant to this indemnification
equals One Hundred Thousand Dollars and 00/100 ($100,000.00), then
Joan's liability for indemnification shall be Fifty-Seven Thousand
and 00/100 Dollars ($57,000.00) and Jack's liability for
indemnification shall be Forty-Three Thousand and 00/100 Dollars
($43,000.00).
b. In no event shall the aggregate amount of indemnification by Xxxx
and Xxxx exceed Two Hundred Thousand Dollars ($200,000.00).
c. The indemnification obligation shall terminate eighteen (18) months
after the closing date. Any claim not made within eighteen (18) months
after the closing date shall be forever barred. A claim shall be
considered to be the filing of a lawsuit that specifically describes
the item for which indemnification is claimed.
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d. There shall be a Twenty Thousand and 00/100 Dollar ($20,000.00)
deductible for each claim. For each and every item for which there
may be a right of indemnification hereunder (a "Third Party Claim"),
the initial Twenty Thousand and 00/100 Dollars ($20,000.00) for each
and every Third Party Claim shall be borne by IMS. Xxxx and Xxxx
shall not be obligated to indemnify IMS for any Third Party Claim
until the amount of the Third Party Claim for each and every Third
Party Claim exceeds Twenty Thousand and 00/100 Dollars ($20,000.00);
and then the indemnification obligation shall only be for the excess
over Twenty Thousand and 00/100 Dollars ($20,000.00).
e. It shall be a condition precedent for any indemnification for any
Third Party Claim, for IMS to give to Xxxx and Xxxx the opportunity to
settle the Third Party Claim on behalf of IMS. If IMS does not tender
the Third Party Claim to Xxxx and Xxxx within fifteen (15) days after
receiving the Third Party Claim, then IMS shall not have any right to
indemnification pursuant to the Third Party Claim.
6. Power of Seller. Except for approval of the Independent Fiduciary
for ESOP, all action on the part of Sellers and NTA that is necessary
for the execution of this Agreement and the performance of all of
Sellers' and NTA's obligations under this Agreement has been taken.
This Agreement has been duly executed and delivered by Sellers and NTA,
and this Agreement is a legal, valid and binding obligation of Sellers
and NTA, enforceable against Sellers and NTA in accordance with its terms.
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7. No Conflicts. To their knowledge, Sellers' execution, delivery and
performance in accordance with the respective terms of this Agreement
do not and will not (i) violate or conflict with any governmental
requirement, (ii) breach or constitute a default under any agreement or
instrument to which Sellers are a party or (iii) result in the creation
or imposition of, or afford any person the right to obtain, any lien
upon the assets of NTA or the Shares.
8. Litigation. They are not aware of any pending or threatened suit,
action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation against or affecting any of NTA's assets or
the Shares. To their knowledge, NTA is not in default with respect to
any order, writ, injunction, or decree or any federal, state, local, or
foreign court, department, agency, or instrumentality.
9. Disclosure. To the best of their knowledge, and as of the date of
this Agreement, the information that has been furnished to IMS by or on
behalf of NTA and its agents prior to the date of this Agreement in
connection with the transactions contemplated hereby, taken together,
does not contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under
which those statements were made.
10. Compliance with Laws. To their knowledge:
a. NTA possesses all necessary certifications and licenses and
similar governmental approvals required for the conduct of its
business; and
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b. NTA is in compliance in all material respects with the terms and
conditions of all governmental approvals necessary for the
ownership or lease and the operation of its properties and the
carrying on of its business as now conducted; and
c. NTA has not received any notice from a governmental authority
which asserts, or raises the possibility of assertion of, any
non-compliance with any of those governmental requirements; and
d. No condition or state of facts exists which would provide a valid
basis for any such assertion.
11. Other Material Contracts. Except as otherwise disclosed {whether
herein or prior hereto orally or in writing), NTA is not a party to,
nor is the property of NTA bound by, any agreement not entered into in
the ordinary course of business or any agreement that is unusual in
nature or duration that would materially affect IMS.
12. Assets. NTA has good and marketable title to its assets, other
than assets to be distributed to the Sellers as part of the Pre-Sale
Dividend. All of NTA's assets (except the Office Lease) are free and
clear of restrictions on or conditions to transfer or assignment,
and of liens, pledges, charges, encumbrances, equities, claims,
covenants, conditions, or restrictions.
13. Liabilities. Except for the NTA Trade Deficit (not to exceed Six
Hundred Six Thousand and 00/100 Dollars ($606,000.00) as of the closing
date), the deficit trade balance of the System, disclosed employee
benefit plans, accrued payroll and payroll taxes (including but not
limited to salesperson commissions), accrued Friends and Family
commissions, accrued State and Federal income taxes, utilities, and any
other obligations of NTA incurred in the ordinary course of its business,
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NTA shall be free and clear of any liabilities as of the closing date.
Notwithstanding the foregoing provision to the contrary, NTA shall (a)
use reasonable efforts to cause the taxable income of NTA (cash income
and trade income combined) to be approximately zero (0) as of the
closing date; and (b) use reasonable efforts to estimate the amount of
all commission income through September 29, 2006, and cause the amount
of all such estimated commission income to be paid prior to closing.
IMS understands that the obligation of NTA shall be to estimate zero
(0) income and payment of commissions. IMS shall not hold NTA or the
Sellers responsible if there is still some taxable income or accrued
commissions, it being agreed that IMS is assuming these risks.
ARTICLE III
CLOSING PROVISIONS
A. The closing shall take place on September 29, 2006, at the offices of
Xxxxx & Unterberger, Ltd., 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000 at 10:00 am, or on such earlier or later date that is reasonably
acceptable to Sellers and IMS. However, if the independent fiduciary has not
approved this Agreement by September 29, 2006, the closing shall be postponed
until such time as the independent fiduciary approves this Agreement.
B. At the closing IMS shall deliver to the Sellers the balance of the
Purchase Price as stated herein.
C. At the closing NTA shall deliver to the Sellers the Xxxxxxx Money as
stated herein.
D. At the closing the Sellers shall deliver to IMS the Shares duly assigned
to IMS, and a complete and accurate list of all of NTA's member accounts,
including member balances as of the closing date.
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ARTICLE IV
GENERAL PROVISIONS
A. Lease of NTA Facility. IMS agrees to assume and pay all continuing
obligations under the Office Lease for NTA's headquarters located at 0000
Xxxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000 and to indemnify Sellers and hold
them harmless from and against any liability in respect thereof.
B. Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such expenses.
C. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This
agreement shall be construed in accordance with the laws of the State of
Illinois. Venue for any disputes arising from this Agreement shall be placed
exclusively with the courts of the State of Illinois. IMS hereby irrevocably
submits to the jurisdiction of any state or Federal court located in the State
of Illinois. IN CONNECTION WITH ANY LITIGATION ARISING PURSUANT TO THIS
AGREEMENT, THE PARTIES WAIVE THEIR RIGHT TO TRIAL BY JURY.
D. Assignment. Neither this Agreement nor any rights or obligations
hereunder shall be assignable by IMS without the prior written consent of
the Sellers. Subject thereto, this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns. Nothing herein shall prohibit IMS from selling any or all
of the Shares acquired herein, either independently, or as part of a sale of
other assets of IMS or a merger or acquisition of IMS after closing.
E. Entire Agreement. This Agreement represents the entire agreement
between the parties and any persons who have in the past or who are now
representing either of the parties. Each party acknowledges and represents
that this Agreement is entered into after full investigation and that no party
is relying upon any statement or representation made by any other, which is
not embodied in this Agreement.
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F. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument.
G. Headings. The headings in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
H. Notices. All Notices, claims, certificates, requests, demands and other
communications pursuant to this Agreement shall be in writing. All Notices
shall be given by either (a) personal delivery; (b) certified or registered
mail, postage prepaid, return receipt requested; or (c) for overnight delivery
by a nationally recognized overnight mail service, as follows:
if to Sellers or to NTA, to:
Xxxx X. Xxxxxxxxxxx
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
if to IMS, to:
Xxx Xxxxxx
International Monetary Systems, Ltd.
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxxx, Xxxxxxxxx 00000
or to such other address as the party to whom Notice is to be given previously
may have furnished to the other party by Notice in the manner set forth in
this Section. If the Notice is served by personal delivery or by overnight
delivery, then the Notice shall be deemed served upon delivery. If the Notice
is served by certified mail, then the Notice shall be deemed served on the
third (3rd) calendar day following the deposit of the Notice by certified mail.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the dates appearing below their signatures.
International Monetary Systems, Ltd.
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxx
---------------------------- ---------------------------
Xxxxxx X. Xxxxxx, President Xxxx X. Xxxxxxx, Individually and
as Co-Trustee of the National Trade
Association, Inc. Employee Stock
Ownership Trust Agreement
Date Signed August 29, 2006 Date Signed August 29, 2006
--------------- ---------------
/s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx, Individually and
as Co-Trustee of the National Trade
Association, Inc. Employee Stock
Ownership Trust Agreement
Date Signed August 29, 2006
---------------
/s/ Xxxxxx X Xxxxxx /s/ Xxxxxx X. Xxxxxx
---------------------------- ---------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Date Signed August 30, 2006 Date Signed August 30, 2006
--------------- ---------------
National Trade Association, Inc., an
Illinois corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx, President
Date Signed August 29, 2006
---------------
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