Agreement and Plan of Reorganization
by and between
Dynadapt Systems, Inc.
a Colorado corporation
and
Sun River Energy, Inc.
a Colorado corporation
dated: _____________________
AGREEMENT AND PLAN OF REORGANIZATION
Dynadapt Systems, Inc.
and
Sun River Energy, Inc.
This Agreement and Plan of Reorganization ("Agreement"), dated as of April
21, 2006 among Dynadapt Systems, Inc. ("DS"), a Colorado Corporation, Sun River
Energy, Inc. ("SRE"), a Colorado Corporation, and the subscribing shareholders
of SRE. ("SRE Shareholders") who will join this Agreement by execution.
W I T N E S S E T H:
A. WHEREAS, SRE and DS are corporations duly organized under the
laws of the State of Colorado.
B. Plan of Reorganization. The subscribing SRE Shareholders are the
owners of 100% of the issued and outstanding common stock of SRE. It is the
intention that 100% of the issued and outstanding stock of SRE shall be acquired
by DS in exchange solely for its voting stock. For federal income tax purposes
it is intended that this exchange shall qualify as a reorganization within the
meaning of SEC 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the "Code").
C. Exchange of Shares. DS and the subscribing SRE Shareholders agree
that 100% of the approximately 8,633,333 common shares issued and outstanding of
SRE shall be exchanged with DS for 8,633,333 shares of the common stock of DS.
The DS shares, on the closing date, shall be delivered ratably divided to the
individual subscribing shareholders of SRE in exchange for their SRE shares as
hereinafter set forth.
D. WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Colorado Business Corporation Act.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 Subject to the conditions set forth herein on the "Effective Date"
(as herein defined), the subscribing Shareholders of SRE shall exchange all of
their shares of SRE or 8,633,333 common shares of DS common stock. The
transactions contemplated by this Agreement shall be completed at a closing
("Closing") on a closing date ("Closing Date") which shall be as soon as
practicable after joinder in this exchange by SRE Shareholders holding 100% of
the outstanding SRE common shares, except that such transaction must be
completed on or before April 30, 2006, or this Agreement shall expire unless
extended in writing.
On the Closing Date, all of the documents to be furnished to DS and
SRE, including the documents to be furnished pursuant to Article VII of this
Agreement, shall be delivered to M.A. Xxxxxxx, to be held in escrow until the
Effective Date or the date of termination of this Agreement, whichever first
occurs, and thereafter shall be promptly distributed to the parties as their
interests may appear.
1.2 At the Effective Date, SRE shall become a wholly owned subsidiary
of DS. SRE's shareholders shall receive pro rata shares of voting common stock
as follows:
DS shall issue 8,633,333 of its shares of common stock for
100% of the outstanding common shares of SRE to the
subscribing shareholders of SRE, ratably according to their
interests.
1.3 If this Agreement is duly executed by the holders of 100% of the
outstanding common stock of SRE, subject to the other provisions hereof, it
shall become effective, and such date of final execution shall be the effective
date of this Agreement.
ARTICLE II
Issuance and Exchange of Shares
2.1 The shares of no par value common stock of DS shall be issued by it
to the subscribing SRE shareholders at Closing.
2.2 DS represents that no outstanding options or warrants for any
unissued shares exist.
2.3 The stock transfer books of SRE shall be closed on the Effective
Date, and thereafter no transfers of the stock of SRE shall be made. SRE shall
appoint an exchange agent ("Exchange Agent"), to accept surrender of the
certificates representing the common shares of SRE, and to deliver in exchange
for such surrendered certificates, shares of common stock of DS. The
authorization of the Exchange Agent may be terminated by DS after six months
following the Effective Date. Upon termination of such authorization, any shares
of SRE and any funds held by the Exchange Agent for payment to SRE shareholders
pursuant to this Agreement shall be transferred to DS or its designated agent
who shall thereafter perform the obligations of the Exchange Agent. If
outstanding certificates for shares of SRE are not surrendered or the payment
for them not claimed prior to such date on which such payments would otherwise
escheat to or become the property of any governmental unit or agency, the
unclaimed items shall, to the extent permitted by abandoned property and other
applicable law, become the property of DS (and to the extent not in its
possession shall be paid over to it), free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange Agent nor any party to this Agreement shall be liable to
any holder of SRE shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.
2.4 No fractional shares of DS stock shall be issued as a result of the
Agreement. Shares shall be rounded up to nearest whole share.
2.5 At the Effective Date, each holder of a certificate or certificates
representing common shares of SRE, upon presentation and surrender of such
certificate or certificates to the Exchange Agent, shall be entitled to receive
the consideration set forth herein, except that holders of those shares as to
which dissenters' rights shall have been validly asserted and perfected pursuant
to Colorado law shall not be converted into shares of DS common stock, but shall
represent only such dissenters' rights. Upon such presentation, surrender, and
exchange as provided in this Section 2.5, certificates representing shares of
SRE previously held shall be canceled. Until so presented and surrendered, each
certificate or certificates which represented issued and outstanding shares of
SRE at the Effective Date shall be deemed for all purposes to evidence the right
to receive the consideration set forth in Section 1.2 of this Agreement. If the
certificates representing shares of SRE have been lost, stolen, mutilated or
destroyed, the Exchange Agent shall require the submission of an indemnity
agreement and may require the submission of a bond in lieu of such certificate.
ARTICLE III
Representations, Warranties
and Covenants of Sun River Energy, Inc.
No representations or warranties are made by any director, officer,
employee or shareholder of SRE as individuals, except as and to the extent
stated in this Agreement or in a separate written statement (the "SRE Disclosure
Statement"), if any. SRE hereby represents, warrants and covenants to DS except
as stated in the SRE Disclosure Statement, as follows:
3.1 SRE is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Certificate of Incorporation and Bylaws of SRE are
complete and accurate, and the minute books of SRE contain a record, which is
complete and accurate in all material respects, of all meetings, and all
corporate actions of the shareholders and board of directors of SRE.
3.2 The aggregate number of shares which SRE is authorized to issue is
100,000,000 shares of common stock of which 8,633,333 shares are issued and
outstanding.
3.3 SRE has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by SRE will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of SRE.
3.5 The execution, delivery and performance of this Agreement has been
duly authorized and approved by SRE' Board of Directors.
3.6 There are no legal proceedings or regulatory proceedings involving
material claims pending, or to the knowledge of the executive officers of SRE,
threatened against SRE or affecting any of its assets or properties, and to the
knowledge of SRE' officers, SRE is not in any material breach or violation of or
default under any contract or instrument to which SRE is a party, or under its
respective Articles of Incorporation or Bylaws, nor is there any court or
regulatory order pending, applicable to SRE.
3.7 The representations and warranties of SRE shall be true and correct
as of the date hereof and as of the Effective Date.
3.8 No representation or warranty by SRE in this Agreement, the SRE
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.
3.9 To the knowledge of the executive officers of SRE, all trade names,
inventions, discoveries, ideas, research, engineering, methods, practices,
processes, systems, formulae, designs, drawings, products, projects,
improvements, developments, know-how, and trade secrets which are used in the
conduct of SRE' business, whether registered or unregistered (collectively the
"Proprietary Rights") are owned by SRE. To the knowledge of the executive
officers of SRE, SRE created or developed such Proprietary Rights and such
Proprietary Rights are not subject to any restriction, lien, encumbrance, right,
title or interest in others. All of the Proprietary Rights stand solely in the
name of SRE and not in the name of any shareholder, director, officer, agent,
partner or employee or anyone else known to the executive officers of SRE, and
none of the same have any right, title, interest, restriction, lien or
encumbrance therein or thereon or thereto. To the knowledge of the executive
officers of SRE, SRE's ownership and use of the Proprietary Rights do not and
will not infringe upon, conflict with or violate in any material respect any
patent, copyright, trade secret or other lawful proprietary right of any other
party, and no claim is pending or, to the knowledge of the executive officers of
SRE, threatened to the effect that the operations of SRE infringe upon or
conflict with the asserted rights of any other person under any of the
Proprietary Rights, and to the knowledge of the executive officers of SRE there
is no reasonable basis for any such claim (whether or not pending or
threatened). No claim is pending, or to the knowledge of the executive officers
of SRE, threatened to the effect that any such Proprietary Rights owned or
licensed by SRE, or which SRE otherwise has the right to use, is invalid or
unenforceable by SRE.
3.10 (i) SRE has not received notice of any material violation of or
investigation relating to any environmental or pollution law, regulation, or
ordinance with respect to assets now or previously owned or operated by SRE that
has not been fully and finally resolved; (ii) to the knowledge of the executive
officers of SRE, all permits, licenses and other authorizations which are
required under United States, federal, state, provincial and local laws with
respect to pollution or protection of the environment ("Environmental Laws"),
including Environmental Laws relating to actual or threatened emissions,
discharges or releases of pollutants, contaminants or hazardous or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the executive officers of SRE, no conditions exist on, in or about the
properties now or previously owned or operated by SRE or any third-party
properties to which any Pollutants generated by SRE were sent or released that
could give rise on the part of SRE to material liability under any Environmental
Laws, material claims by third parties under Environmental Laws or under common
law or the occurrence of material costs to avoid any such liability or claim;
and (iv) to the knowledge of the executive officers of SRE, all operators of
SRE's assets are in material compliance with all terms and conditions of such
Environmental Laws, permits, licenses and authorizations, and are also in
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
such laws or contained in any regulation, code, plan, order, decree, judgment,
notice or demand letter issued, entered, promulgated or approved thereunder,
relating to SRE's assets.
3.11 SRE shall deliver at closing to DS audited financial statements of
SRE dated December 31, 2005. All such statements, herein sometimes called "SRE
Financial Statements," are (and will be) complete and correct in all material
respects and, together with the notes to these financial statements, present
fairly the financial position and results of operations of SRE for the periods
indicated. All financial statements of SRE will have been prepared in accordance
with generally accepted accounting principles.
3.12 Since the dates of the SRE Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of SRE. SRE has acquired certain mineral interests on 150,000 acres
and assignments of leases in April 2006. SRE does not have any material
liabilities or obligations, secured or unsecured except as shown on the updated
financials of SRE dated April 17, 2006 (whether accrued, absolute, contingent or
otherwise).
ARTICLE IV
Representations, Warranties and Covenants of
Dynadapt Systems, Inc.
No representations or warranties are made by any director, officer,
employee or shareholder of DS as individuals, except as and to the extent stated
in this Agreement or in a separate written statement.
DS hereby represents, warrants and covenants to SRE and its
shareholders, except as stated in the DS Disclosure Statement, as follows:
4.1 DS is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Articles of Incorporation and Bylaws of DS, copies
of which have been delivered to SRE, are complete and accurate, and the minute
books of DS contain a record, which is complete and accurate in all material
respects, of all meetings, and all corporate actions of the shareholders and
Board of Directors of DS.
4.2 The aggregate number of shares which DS is authorized to issue is
100,000,000 shares of common stock, of which 485,000 shares of such common stock
are issued and outstanding, fully paid and non-assessable, at the Closing under
this Agreement. DS will have, on the Closing Date, no outstanding options,
warrants or other rights to purchase, or subscribe to, or securities convertible
into or exchangeable for any shares of capital stock. No preferred stock of DS
is outstanding.
4.3 DS has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.
4.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by DS will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of DS.
4.5 The execution of this Agreement has been duly authorized and
approved by the Board of Directors of DS.
4.6 DS has delivered to SRE audited financial statements of DS dated
April 30, 2005 and interim statements (unaudited) dated January 31, 2006. All
such statements, herein sometimes called "DS Financial Statements," are (and
will be) complete and correct in all material respects and, together with the
notes to these financial statements, present fairly the financial position and
results of operations of DS for the periods indicated. All statements of DS will
have been prepared in accordance with generally accepted accounting principles.
4.7 Since the dates of the DS Financial Statements, there have not been
any material adverse changes in the business or condition, financial or
otherwise, of DS. DS does not have any material liabilities or obligations,
secured or unsecured except as shown on the updated financials of DS dated
January 31, 2006 (whether accrued, absolute, contingent or otherwise).
4.8 There are no legal proceedings or regulatory proceedings involving
material claims pending, or, to the knowledge of the officers of DS, threatened
against DS or affecting any of its assets or properties, and DS is not in any
material breach or violation of or default under any contract or instrument to
which DS is a party, and no event has occurred which with the lapse of time or
action by a third party could result in a material breach or violation of or
default by DS under any contract or other instrument to which DS is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective Articles of Incorporation or Bylaws, nor is there any
court or regulatory order pending, applicable to DS.
4.9 DS shall not enter into or consummate any transactions prior to the
Effective Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition
except pursuant to the proposed minutes of the Board of Directors of DS
presented herewith for approval by SRE.
4.10 The representations and warranties of DS shall be true and correct
as of the date hereof and as of the Effective Date.
4.11 DS corporate books and records are true records of its actions. DS
will also deliver to SRE on or before the Closing Date any reports relating to
the financial and business condition of DS which occur after the date of this
Agreement and any other reports sent generally to its shareholders after the
date of this Agreement.
4.12 DS has no employee benefit plan in effect at this time
4.13 DS is current in its filing obligations under the federal
securities laws. No report filed by DS with the Securities and Exchange
Commission contains any untrue statement of a material fact or omits to state
any material fact necessary to make such representation or warranty not
misleading, and all such reports comply as to form and substance in all material
respects with all applicable SEC requirements.
4.14 DS agrees that all rights to indemnification now existing in favor
of the employees, agents, directors or officers of SRE and its subsidiaries, as
provided in the Articles of Incorporation or Bylaws or otherwise in effect on
the date hereof shall survive the transactions contemplated hereby in accordance
with their terms, and DS expressly assumes such indemnification obligations of
SRE.
ARTICLE V
Obligations of the Parties Pending the Effective Date
5.1 At all times prior to the Effective Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. The recipient of such information shall at all times
protect such information from disclosure, other than disclosure required by
rule, regulation, or law, other than to members of its own or affiliated
organizations and its professional advisers, in the same manner as it protects
its own confidential or proprietary information from unauthorized disclosure,
and not use such information to the competitive detriment of the disclosing
party. In addition, if this Agreement is terminated for any reason, each party
shall promptly return or cause to be returned all documents or other written
records of such confidential or proprietary information, together with all
copies of such writings and, in addition, shall either furnish or cause to be
furnished, or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary information, all
copies of all documents or other written records developed or prepared by such
party on the basis of such confidential or proprietary information. No
information shall be considered confidential or proprietary if it is (a)
information already in the possession of the party to whom disclosure is made,
(b) information acquired by the party to whom the disclosure is made from other
sources, or (c) information in the public domain or generally available to
interested persons or which at a later date passes into the public domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.
5.2 DS and SRE shall promptly provide each other with information as to
any significant developments in the performance of this Agreement, and shall
promptly notify the other if it discovers that any of its representations,
warranties and covenants contained in this Agreement or in any document
delivered in connection with this Agreement was not true and correct in all
material respects or became untrue or incorrect in any material respect.
5.3 All parties to this Agreement shall take all such action as may be
reasonably necessary and appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.
ARTICLE VI
Procedure For Exchange
6.1 At the Closing Date, the exchange shall be effected within 4
business days after receipt by M. A. Xxxxxxx, as attorney for DS, of the SRE
common stock certificates representing 100% of the issued and outstanding common
stock of SRE, together with the signed Exchange Agreements, containing the
information necessary to issue the DS shares to the exchanging shareholders of
SRE, by instructing the transfer agent of DS to issue the new certificates and
sending the certificates of DS by Federal Express to the exchanging
shareholders.
ARTICLE VII
Conditions Precedent to the
Consummation of the Exchange
The following are conditions precedent to the consummation of the
Agreement on or before the Effective Date:
7.1 SRE and DS shall have performed and complied with all of its
respective obligations hereunder which are to be complied with or performed on
or before the Effective Date and DS and SRE shall provide one another at the
Closing with a certificate to the effect that such party has performed each of
the acts and undertakings required to be performed by it on or before the
Closing Date pursuant to the terms of this Agreement.
7.2 This Agreement, the transactions contemplated herein shall have
been duly and validly authorized, approved and adopted, at meetings of the
shareholders of SRE duly and properly called for such purpose in accordance with
the applicable laws.
7.3 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
7.4 All actions, proceedings, instruments and documents required to
carry out this Agreement and the transactions contemplated hereby and the form
and substance of all legal proceedings and related matters shall have been
approved by counsel for SRE and DS.
7.5 The representations and warranties made by SRE and DS in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date.
7.6 Securities Laws Compliance. Each shareholder of SRE shall sign an
Exchange Agreement as contained on Schedule A. It is anticipated that the
following SEC filings will need to be made as a result of the Plan and Agreement
and the exchange: Forms 8-K, 8K12(g) 3, 13d and 13g, and appropriate amendments
to the forms 8-k as may be necessary to include pro forma financials and
consolidated financials.
7.7 DS shall furnish SRE with a certified copy of a resolution or
resolutions duly adopted by the Board of Directors of DS, approving this
Agreement and the transactions contemplated by it.
ARTICLE VIII
Termination and Abandonment
8.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Effective Date:
(a) By mutual consent of SRE and DS;
(b) By SRE, or DS, if any condition set forth in Article VII
relating to the other party has not been met by the effective date or has not
been waived in writing by the other party;
(c) By SRE, or DS, if any suit, action or other proceeding
shall be pending or threatened by the federal or a state government before any
court or governmental agency, in which it is sought to restrain, prohibit or
otherwise affect the consummation of the transactions contemplated hereby;
(d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties of another party;
(e) By any party if the Agreement Effective Date is not within
30 days from the date hereof, or if the Closing Date passes without performance.
8.2 Any of the terms or conditions of this Agreement may be waived in
writing at any time by the party which is entitled to the benefit thereof, by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of Directors taking the action,
such waiver will not have a materially adverse effect on the benefits intended
under this Agreement to the party waiving such term or condition.
ARTICLE IX
Termination of Representation and
Warranties and Certain Agreements
9.1 The respective representations and warranties of the parties hereto
shall expire with, and be terminated and extinguished four years after the
Effective Date of the Agreement; provided, however, that the covenants and
agreements of the parties hereto shall survive in accordance with their terms.
ARTICLE X
Miscellaneous
10.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
10.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
10.3 All parties to this Agreement agree that if it becomes necessary
or desirable to execute further instruments or to make such other assurances as
are deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
10.4 This Agreement may be amended upon approval of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of SRE.
10.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, fees prepaid, addressed as follows:
To: Sun River Energy, Inc.:
To: Dynadapt Systems, Inc.: 0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
10.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of SRE and
DS. However, either SRE or DS may issue at any time any press release or other
public statement it believes on the advice of its counsel it is obligated to
issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
10.7 The Board of Directors of DS shall appoint the following
individuals to the Board of Directors of DS concurrent with the closing of the
transaction contemplated in this agreement, subject to compliance with Section
14f of the Securities Exchange Act of 1934 by mailing of Notice to shareholders:
A) Xxxxx Xxxxxxxx
B) Xxxxxx Xxxx
C) Xxx Xxxxxxxx
D) Xxxxx Xxxxxxxx
10.8 Within five days after the date of this Agreement, the
shareholders of SRE holding a total of 100% of the issued and outstanding shares
of SRE shall join this Agreement by execution of the signature page hereon. In
the event this provision is not complied within the time specified, this
Agreement and Plan of Reorganization shall be null and void and all agreements
terminated.
10.9 It is a condition of Closing under this Agreement that DS shall
remain listed in good standing on the OTCBB as of Closing date.
10.10 Sun River has incurred $200,000 in consulting fees to Xxxxxxx
Xxxxxxxx and such will be paid $150,000 upon closing of private placement and
$50,000 in form of a promissory note due in 1 year.
10.11 Dynadapt has incurred $200,000 in legal fees in achieving trading
status and completing this acquisition and such will be paid from cash raised by
Dynadapt in calendar 2006 and evidenced by a promissory note.
IN WITNESS WHEREOF, the parties have set their hands and seals this
____ day of _____________, 2004.
Dynadapt Systems, Inc.
By:
President
Attest:________________________
Secretary
Sun River Energy, Inc.
By:
President
Attest: ________________________
Secretary
Sun River Energy, Inc. SHAREHOLDERS (by signature below or pursuant to execution
of the Exchange Agreement and Representations incorporating this Agreement by
reference.)
Signatures Please Print Names # of Shares
1______________________ ______________________ ________________
2______________________ ______________________ ________________
3______________________ ______________________ ________________
4______________________ ______________________ ________________
5______________________ ______________________ ________________
