SHARE PURCHASE AGREEMENT BETWEEN JENNIE SLADE; AS SELLER AND THE BABYDOT COMPANY; AS PURCHASER DATED AUGUST 15, 2006
BETWEEN
XXXXXX
XXXXX; AS SELLER
AND
THE
BABYDOT COMPANY; AS PURCHASER
DATED
AUGUST 15, 2006
THIS
SHARE PURCHASE AGREEMENT (“Agreement”) has been made and entered into as of this
15th day of August, 2006, between XXXXXX XXXXX, an individual resident of Nevada
(“Seller”) and THE BABYDOT COMPANY, a Nevada Corporation (the “Purchaser”). The
Seller and Purchaser are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”
R
E C I T A L S:
WHEREAS,
the Parties hereto desire to effect a stock sale (the “Stock Sale”) pursuant to
which Purchaser will purchase from Seller all of the membership
interests
(the
“Transferred Shares”) of Baby Dot, LLC, a Nevada limited liability corporation
(the “Company”), par value $0.001 per share (the “Company Stock”), to be
purchased by Purchaser for the consideration set forth herein. The Transferred
Shares represent all of the issued and outstanding membership interests of
the
Company; and
WHEREAS,
pursuant to the Stock Sale, Seller will sell, and Purchaser will purchase,
the
Transferred Shares;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
covenant and agree as follows:
ARTICLE
I
DEFINITIONS
The
terms
defined in this Article (except as otherwise expressly provided in this
Agreement) for all purposes of this Agreement shall have the respective meanings
specified in this Article.
“Affiliate”
shall
mean any entity controlling or controlled by another person, under common
control with another person, or controlled by any entity which controls such
person.
“Agreement”
shall
mean this Agreement, and all the exhibits, schedules and other documents
attached to or referred to in the Agreement, and all amendments and supplements,
if any, to this Agreement.
“Closing”
shall
mean the closing of the Transaction at which the Closing Documents shall be
exchanged by the Parties, except for those documents or other items specifically
required to be exchanged at a later time.
“Closing
Date”
shall
mean five days from the date of this agreement plus any extension as provided
herein, or such other date as agreed in writing to by the parties on which
the
Closing occurs.
“Closing
Documents”
shall
mean the papers, instruments and documents required to be executed and delivered
at the Closing pursuant to this Agreement.
“Encumbrance”
shall
mean any charge, claim, encumbrance, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting
(in the case of any security), transfer, receipt of income, or exercise of
any
other attribute of ownership other than (a) liens for taxes not yet due and
payable, or (b) liens that secure the ownership interests of lessors of
equipment.
“Exchange
Act”
shall
mean the Securities Exchange Act of 1934, as amended.
“Investment
Letter”
shall
mean the investment letter in the form attached hereto as
Appendix A.
2
“Material
Adverse Effect”
means
any change (individually or in the aggregate) in the general affairs,
management, business, goodwill, results of operations, condition (financial
or
otherwise), assets, liabilities or prospects (whether or not the result thereof
would be covered by insurance) that would be material and adverse to the
designated party.
“Ordinary
Course of Business”
shall
mean actions consistent with the past practices of the designated party which
are similar in nature and style to actions customarily taken by the designated
party and which do not require, and in the past have not received, specific
authorization by the Board of Directors of the designated party.
“SEC”
shall
mean the Securities and Exchange Commission.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended.
“Transaction”
shall
mean the Stock Sale contemplated by this Agreement.
The
following appendices and schedules are attached to and form part of this
Agreement:
APPENDICES
Description
Appendix
A Investment
Letter
SCHEDULES
Description
Schedule
2.1 Selling
Shareholder’s Share Ownership
Schedule
5.1 Directors
of Purchaser upon Closing
ARTICLE
II
THE
TRANSACTION
Stock
Sale.
Subject
to the terms and conditions of the Closing Documents, Seller hereby agree to
sell, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase
and accept, the Transferred Shares, in consideration for the delivery of
2,000,000 common shares of Purchaser (the “Purchase Price”) by Purchaser to
Sellers to be distributed pro-rata based on share ownership of the Company
as
detailed in Schedule 2.1.
Securities
Law Matters.
Private
Offering.
The
Parties understand that the Transferred Shares to be acquired and delivered
to
Seller pursuant to the terms of this Agreement will not be registered under
the
Securities Act, but will be transferred in reliance upon exemptions available
for private transactions, and that each is relying upon the truth and accuracy
of the representations set forth in the Investment Letter signed by Seller
and
delivered concurrently with the execution of this Agreement. Each certificate
representing the Transferred Shares in the name of Seller pursuant to the terms
of this Agreement shall bear the following legend:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO
THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
MAY
3
NOT
BE
TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL
ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
Representations
and Warranties of the Seller.
Seller
hereby represents and warrants to Purchaser that:
Organization
of the Company; Foreign Qualification.
The
Company is duly organized, validly existing, and in good standing under the
laws
of the state of Nevada and has all requisite corporate power, franchises, and
licenses to own its property and conduct the business in which it is engaged.
Each of the Company and Seller have the full power and authority (corporate
or
otherwise) to execute, deliver and perform their respective obligations under
this Agreement and the Closing Agreements to which it is a party. A complete
set
of the Company’s corporate records, including its Articles of Organization,
Operating Agreement, minutes, transfer records, have been delivered or made
available to Purchaser. The Company is duly qualified and in good standing
as a
foreign corporation in every jurisdiction in which such qualification is
necessary, except to the extent the failure to be so qualified is not reasonably
expected to result in a Material Adverse Effect.
Capitalization;
Ownership of Transferred Shares.
The
Company has an authorized capital stock consisting of membership interests
which
are all issued and outstanding. All of the shares of Company Stock have been
validly issued, fully paid, are non-assessable, and were issued in compliance
with any preemptive or similar rights and in compliance with applicable federal
and state securities laws. All shares held by Seller were issued in compliance
with the exemption set forth in Section 4(2) of the Securities Act.
The
Company does not have any outstanding subscriptions, options, preferred stock,
rights, warrants, convertible securities or other agreements or commitments
to
issue, or contracts or any other agreements obligating the Company to issue,
or
to transfer from treasury, any shares of its capital stock or membership
interests, as applicable, of any class or kind, or securities convertible into
such stock or interests. No persons who are now holders of Company Stock, and
no
persons who previously were holders of Company Stock, are or ever were entitled
to preemptive rights other than persons who exercised or waived those rights.
Neither
the Company nor Seller is a party to any agreement, voting trust, proxy or
other
agreement or understanding of any character, whether written or oral, with
any
other stockholders of the Company with respect to or concerning the purchase,
sale or transfer or voting of the Company Stock or any other security of the
Company.
Seller
is
the sole beneficial and record holder of the Transferred Shares. Seller holds
the Transferred Shares free and clear of any Encumbrance of any kind whatsoever.
The Transferred Shares represent all of the issued and outstanding common stock
of the Company.
Subsidiaries.
The
Company does not have any subsidiaries (whether held directly or indirectly)
or
any equity investment in any corporation, partnership, joint venture or other
business.
Real
Estate.
The
Company does not own any real estate or any interest in any real
estate.
Authority
Relative to the Closing Documents; Enforceability.
Seller
is not suffering from any legal disability which would: (a) prevent her from
executing, delivering or performing her
4
obligations
under the Closing Documents or consummating the Transaction, (b) make such
execution, delivery, performance or consummation voidable or subject to
necessary ratification, and (c) require the signature or consent of any third
party in connection therewith for the Transaction to be binding and enforceable
against Seller and her property. The Closing Documents have been duly and
validly executed and delivered by Seller and each constitutes the legal, valid
and binding obligation of Seller, enforceable against her in accordance with
their respective terms, except insofar as the enforcement thereof may be limited
by the Insolvency/Equity Exceptions.
Title
to Assets.
The
Company has good and marketable title free and clear of any Encumbrance in
and
to all of the assets and properties identified to Purchaser.
Material
Contracts.
Except
as disclosed to Purchaser, the Company is not a party to or bound by any
agreement or contract.
Compliance
with Other Instruments; Consents.
Neither
the execution of any Closing Document nor the consummation of the Transaction
will conflict with, violate or result in a breach or constitute a default (or
an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of the Company under
any provision of the Articles of Organization, Operating Agreement, indenture,
mortgage, lien, lease, agreement, contract, instrument, order, judgment, decree,
statute, ordinance, regulation or any other restriction of any kind or character
to which the Company is bound.
Litigation.
There
are no legal, administrative, arbitration or other proceedings or claims pending
against the Company, nor is the Company subject to any existing judgment which
might affect the financial condition, business, property or prospects of the
Company; nor has the Company received any inquiry from an agency of the federal
or of any state or local government about the Transaction, or about any
violation or possible violation of any law, regulation or ordinance affecting
its business or assets.
Compliance
with Law and Government Regulations.
The
Company is in compliance with, and is not in violation of, applicable federal,
state, local or foreign statutes, laws and regulations (including without
limitation, any applicable environmental, building, zoning or other law,
ordinance or regulation) affecting the Company or its properties or the
operation of its business. The Company is not subject to any order, decree,
judgment or other sanction of any court, administrative agency or other
tribunal.
Representations
and Warranties of the Purchaser.
The
Purchaser hereby represents and warrants to Seller that:
Organization
of Purchaser;
Foreign Qualification.
Purchaser is duly organized, validly existing, and in good standing under the
laws of the state of Nevada and has all requisite corporate power, franchises,
and licenses to own its property and conduct the business in which it is
engaged. Purchaser has the full power and authority (corporate or otherwise)
to
execute, deliver and perform its obligations under this Agreement and the
Closing Agreements to which it is a party. A complete set of Purchaser’s
corporate records, including its Articles of Incorporation, Bylaws, minutes,
transfer records, have been delivered or made available to Seller. Purchaser
is
duly qualified and in good standing as a foreign corporation in every
jurisdiction in which such qualification is necessary, except to the extent
the
failure to be so qualified is not reasonably expected to result in a Material
Adverse Effect.
Capitalization;
Ownership of Transferred Shares.
Purchaser
has an authorized capital stock consisting of 90,000,000 shares of common stock,
par value $0.001 per share, of which 5,000,000 shares are issued and outstanding
and
5
10,000,000
shares of preferred stock of which no shares are outstanding. All of the shares
of Purchaser have been validly issued, fully paid, are non-assessable, and
were
issued in compliance with applicable federal and state securities laws.
Purchaser
does not have any outstanding subscriptions, options, preferred stock, rights,
warrants, convertible securities or other agreements or commitments to issue,
or
contracts or any other agreements obligating Purchaser to issue, or to transfer
from treasury, any shares of its capital stock or membership interests, as
applicable, of any class or kind, or securities convertible into such stock
or
interests. No persons who are now holders of Purchaser’s common stock, and no
persons who previously were holders of Purchaser’s common stock, are or ever
were entitled to preemptive rights other than persons who exercised or waived
those rights.
There
is
no outstanding vote, plan, pending proposal or right of any person to cause
any
redemption of Purchaser’s common stock. Neither Purchaser nor any of its
Affiliates, is under any obligation, contract or other arrangement to register
(or maintain the registration of) any of its or their securities under federal
or state securities laws.
The
Purchase Price Shares shall be validly issued from Purchaser’s authorized common
stock.
Subsidiaries.
Purchaser does not have any subsidiaries (whether held directly or indirectly)
or any equity investment in any corporation, partnership, joint venture or
other
business, except as disclosed in the Articles of Incorporation and By-Laws
provided to Sellers.
Real
Estate.
Purchaser does not own any real estate or any interest in any real
estate.
Authority
Relative to the Closing Documents; Enforceability.
Purchaser is not suffering from any legal disability which would: (a) prevent
it
from executing, delivering or performing its obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification,
and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Purchaser and its
property. The Closing Documents have been duly and validly executed and
delivered and each constitutes the legal, valid and binding obligation,
enforceable against Purchaser in accordance with their respective terms, except
insofar as the enforcement thereof may be limited by the Insolvency/Equity
Exceptions.
Material
Contracts.
Except
as disclosed in the Corporate Documents, Purchaser is not a party to or bound
by
any agreement or contract. Purchaser represents and warrants that all of its
Material Contracts are terminable unilaterally by Purchaser without penalty
or
restriction or have already been properly terminated.
Compliance
with Other Instruments; Consents.
Neither
the execution of any Closing Document nor the consummation of the Transaction
will conflict with, violate or result in a breach or constitute a default (or
an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of Purchaser under
any
provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree, statute,
ordinance, regulation or any other restriction of any kind or character to
which
Purchaser is bound.
Litigation.
There
are no legal, administrative, arbitration or other proceedings or claims pending
against Purchaser, nor is Purchaser subject to any existing judgment which
might
affect the financial condition, business, property or prospects of Purchaser;
nor has Purchaser received any inquiry from an agency of the federal or of
any
state or local government about the Transaction, or about any violation or
possible violation of any law, regulation or ordinance
6
affecting
its business or assets.
Compliance
with Law and Government Regulations.
Purchaser is in compliance with, and is not in violation of, applicable federal,
state, local or foreign statutes, laws and regulations (including without
limitation, any applicable environmental, building, zoning or other law,
ordinance or regulation) affecting Purchaser or its properties or the operation
of its business. Purchaser is not subject to any order, decree, judgment or
other sanction of any court, administrative agency or other
tribunal.
ARTICLE
IV
ADDITIONAL
COVENANTS AND AGREEMENTS OF THE PARTIESBrokers
or Finders.
Each
party agrees to hold the others harmless and to indemnify them against the
claims of any persons or entities claiming to be entitled to any brokerage
commission, finder’s fee, advisory fee or like payment from such other party
based upon actions of the indemnifying party in connection with the
Transaction.
ARTICLE
V
CLOSING
DELIVERIES
The
Closing.
The
Closing shall take place on or before the Closing Date (unless such date is
extended by the mutual agreement of the Parties) at such location as agreed
to
by the Parties. Notwithstanding the location of the Closing, each party agrees
that the Closing may be completed by the exchange of undertakings between the
respective legal counsel for Seller and Purchaser, provided such undertakings
are satisfactory to each Party’s respective legal counsel.
Deliveries
by the Purchaser.
Purchaser hereby agrees to deliver, or cause to be delivered, to Seller the
following items on Closing:
Certified
Resolutions. Copies
of
the resolutions, certified by an officer of Purchaser, of the Board of Directors
of Purchaser: (a) duly electing the persons set forth on Schedule
5.1
to serve
as directors of Purchaser; and (b) approving the terms of this Agreement for
purposes of Nev. Rev. Stat. Sec. 78.438(1) and 78.378 - 78.3793.
Termination
of Contracts.
Evidence satisfactory to Seller that all material contracts and all payables
and
liabilities have been terminated without any payment by, or continuing liability
to, the Company.
Stock
Certificates.
A stock
certificate or certificates representing the Purchase Price Shares issued in
the
name Seller.
Transfer
Agent Direction.
A
direction of Purchaser to its transfer agent to register the Purchase Price
Shares in the name of Seller with the legend set forth in Article II of this
Agreement or such legend as is otherwise required by law.
Deliveries
by Seller.
Seller
hereby agrees to deliver to the Purchaser the following items on
Closing:
Certified
Resolutions. Copies
of
the resolutions, certified by an officer of the Company, of the Board of
Directors of the Company approving the terms of this Agreement, and a copy
of
the resolution of the shareholders of the Company approving the sale of the
Transferred Shares.
Stock
Certificates.
A stock
certificate or certificates representing the Transferred Shares, together with
such stock powers, legal opinions and all other documentation required by the
7
Company's
transfer agent to reissue such shares in the name of Purchaser.
Investment
Letter. The
Investment Letter, executed by Seller.
Transfer
Agent Direction.
A
direction of the Company to the Company’s transfer agent to register the
Transferred Shares in the name of Purchaser with the legend set forth in Article
II of this Agreement or such legend as is otherwise required by
law.
ARTICLE
VI
CONDITIONS
PRECEDENT TO PURCHASER’ OBLIGATION TO CLOSE
Purchaser’s
obligation to purchase the Transferred Shares and to take the other actions
required to be taken by Purchaser at the Closing is subject to the satisfaction,
at or prior to Closing, of each of the following conditions (any of which may
be
waived by Purchaser, in whole or in part):
Performance
of Covenants.
Seller
shall have performed all covenants and agreements required to be completed
prior
to or on closing, including completion of the deliveries required by Article
V
of this Agreement.
Accuracy
of Representations.
All of
Seller’s representations and warranties in this Agreement must have been
accurate in all material respects as of the date of this Agreement, and must
be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
VII
CONDITIONS PRECEDENT TO
SELLERS’S OBLIGATION TO CLOSE The
Seller’s obligation to sell the Transferred Shares and to take the other actions
required to be taken by Seller at the Closing is subject to the satisfaction,
at
or prior to Closing, of each of the following conditions (any of which may
be
waived by the Sellers, in whole or in part):
Performance
of Covenants.
Purchaser shall have performed all covenants and agreements required to be
completed prior to or on closing, including completion of the deliveries
required by Article V of this Agreement.
Accuracy
of Representations.
All of
Purchaser’s representations and warranties in this Agreement must have been
accurate in all material respects as of the date of this Agreement, and must
be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
VIII
MISCELLANEOUS
Assignability
and Parties in Interest.
This
Agreement shall not be assignable by either of the Parties hereto without the
consent of all other Party hereto. This Agreement shall inure to the benefit
of
and be binding upon the Parties hereto and their respective successors. Nothing
in this Agreement is intended to confer, expressly or by implication, upon
any
other person any rights or remedies under or by reason of this
Agreement.
Not
Arms Length Agreement.
Each
Party recognizes that this Transaction was not consummated at arms length and
may be considered a “related party transaction” under SEC rules and
regulations.
Governing
Law. This
Agreement shall be governed by, and construed and enforced in
8
accordance
with, the laws of the State of Nevada. Each of the parties hereto consents
to
the personal jurisdiction of the federal and state courts in the State of Nevada
in connection with any action arising under or brought with respect to this
Agreement.
Counterparts.
This
Agreement may be executed as of the same effective date in one or more
counterparts, each of which shall be deemed an original.
Headings.
The
headings and subheadings contained in this Agreement are included solely for
ease of reference, and are not intended to give a full description of the
contents of any particular Section and shall not be given any weight whatever
in
interpreting any provision of this Agreement.
Pronouns,
Etc. Use
of
male, female and neuter pronouns in the singular or plural shall be understood
to include each of the other pronouns as the context requires. The word "and"
includes the word "or". The word "or" is disjunctive but not necessarily
exclusive.
Complete
Agreement. This
Agreement, the Appendices hereto, and the documents delivered pursuant hereto
or
referred to herein or therein contain the entire agreement between the parties
with respect to the Transaction and, except as provided herein, supersede all
previous negotiations, commitments and writings.
Modifications,
Amendments and Waivers.
This
Agreement shall not be modified or amended except by a writing signed by each
of
the Parties hereto.
Severability.
If any
term or other provision of this Agreement is invalid, illegal, or incapable
of
being enforced by any rule of law or public policy, all other terms and
provisions of this Agreement will nevertheless remain in full force and effect
so long as the economic or legal substance of the Transaction is not affected
in
any manner adverse to any party hereto. Upon any such determination that any
term or other provision is invalid, illegal, or incapable of being enforced,
the
Parties hereto will negotiate in good faith to modify this Agreement so as
to
effect the original intent of the parties as closely as possible in any
acceptable manner to the end that the Transaction are consummated to the extent
possible.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
|
The
BabyDot Company “Purchaser”
_______________________
By:
Xxxxxx Xxxxx
Its:
Chief Executive Officer
|
Xxxxxx
Xxxxx “Seller”
_________________________
|
9
APPENDIX
A
INVESTMENT
LETTER
[CLOSING
DATE]
To
Whom
It May Concern:
In
connection with the purchase of 2,000,000 shares of the common stock (the
“Shares”) of The BabyDot Company (the “Corporation”) by Xxxxxx Xxxxx (the
“Xxxxx”) pursuant to a Share Purchase Agreement dated the 15th
of
August, 2006 (the “Share Purchase Agreement”), the undersigned hereby makes the
following acknowledgments, representations and warranties:
1. Investment
Intent.
Xxxxx
is acquiring the Shares for investment solely for his/her/its own account and
not with a present view to any distribution, transfer or resale to others,
including any “distribution” within the meaning of Securities Act of 1933, as
amended, (the “Securities Act”). Xxxxx understands that the Shares have not and
will not be registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act, the
availability of which depends on, among other things, the bona fide nature
of
the investment intent and the accuracy of my representations made
herein.
2. Financial
Ability.
Xxxxx
is financially able to bear the economic risks of an investment in the
Corporation and has no need for liquidity in this investment. Furthermore,
the
financial capacity of Xxxxx is of such a proportion that the total cost of
the
Xxxxx’x commitment is not material when compared with her total committed
capital. Xxxxx is financially able to suffer a complete loss of this
investment.
3. Experience.
Xxxxx
has such knowledge and experience in financial and business matters in general
and with respect to investments of a nature similar to that evidenced by the
Shares so as to be capable, by reason of such knowledge and experience, of
evaluating the merits and risks of, and making an informed business decision
with regard to, and protecting his own interests in connection with, the
acquisition of the Shares.
4. Review
of Prospectus and Financial Statements.
Xxxxx
has been provided with and had the opportunity to review all documents
pertaining to the Corporation.
5. Limited
Public Market.
Xxxxx
understands that no public market now exists for any of the securities of the
Corporation and that the Corporation has made no assurances that an active
market will ever exist for the Corporation’s securities.
6. Restricted
Legend.
Xxxxx
acknowledges that certificates representing the Shares will bear a legend
substantially as follows:
THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
AND
MAY NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
7. Stock
Transfer.
Xxxxx
is aware that stop-transfer instructions will be given to the transfer agent
of
the common stock of the Corporation to prevent any unauthorized or illegal
transfer of the Shares.
10
8. Reliance
for Exemptions.
Xxxxx
understands that the Shares are being transferred to her pursuant to exemptions
from the registration requirements of federal and applicable state securities
laws and acknowledges that he is relying upon the investment and other
representations made herein as the basis for such exemptions.
9. Accuracy
of Purchaser Representations.
Xxxxx
represents that the information and representations contained in this letter
are
true, correct and complete.
Dated:
[CLOSING DATE]
_____________________
Xxxxxx
Xxxxx
11
SCHEDULE
2.1
SELLING
SHAREHOLDER’S INTEREST OWNERSHIP
Shareholder Percentage No.
of
Shares
Xxxxxx
Xxxxx 100%
1
Membership Xxxx
00
SCHEDULE
5.1
DIRECTORS
OF PURCHASER UPON CLOSING
The
Company Directors upon Closing
1.
XXXXXX
XXXXX
