STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of March 15, 2000 by and between PriceSmart, Inc., a Delaware
corporation ("PriceSmart"), Bueller's Corporation Ltd., a British Virgin
Island International Business Corporation ("Bueller's"), and Rafael E.
Barcenas, Uttam Nandwani, Morris Harari, Joseph Azrak, Raymond Dayan and
Roberto Novey (the "Shareholders").
W I T N E S S E T H:
WHEREAS, Bueller's desires to sell to PriceSmart and PriceSmart
desires to purchase from Bueller's shares of capital stock of PriceCosco de
Panama, S.A. and PB Real Estate, S.A. (together, the "Panama Corporations"),
on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. AGREEMENT TO PURCHASE AND SELL STOCK. Bueller's agrees to sell to
PriceSmart at the Closing, and PriceSmart agrees to purchase from Bueller's
at the Closing, 49,000 common shares, without par value, of PriceCostco de
Panama, S.A. and 49,000 common shares, without par value, of PB Real Estate,
S.A (collectively, the "Purchased Shares") payable by PriceSmart by issuing
to the Shareholders (as instructed by Buller's) an aggregate of 306,748
shares of PriceSmart common stock, par value $.0001 per share (the "Issued
Shares"). The Shares shall be allocated to the Shareholders in the amounts
set forth on Exhibit A to this Agreement.
2. CLOSING. The purchase and sale of the Purchased Shares will take
place at the offices of PriceSmart at 4649 Morena Boulevard, San Diego, CA
92117, no later than March 20, 2000, or at such other time and place on which
PriceSmart and Bueller's mutually agree (which time and place are referred to
in this Agreement as the "Closing"). At the Closing, Bueller's will deliver
to PriceSmart its certificates, properly endorsed to PriceSmart or its
designee, representing the Purchased Shares and PriceSmart will deliver to
the Shareholders certificates representing the Issued Shares.
3. MUTUAL REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 3, each of PriceSmart, Bueller's and the Shareholders are referred to
as a "Party," and collectively, as the "Parties." With respect to the Issued
Shares, the Shareholders hereby represent and warrant to PriceSmart, and with
respect to the Purchased Shares, PriceSmart hereby represents and warrants to
Bueller's, as follows:
3.1 PURCHASE FOR OWN ACCOUNT. The Issued Shares or the
Purchased Shares, as the case may be, to be purchased by such Party hereunder
will be acquired for investment for such Party's own account, not as a
nominee or agent, and not with a view to the public resale or distribution
thereof within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). If not an individual, such Party also represents that such
Party has not been formed for the specific purpose of acquiring the Issued
Shares or the Purchased Shares, as the case may be.
3.2 DISCLOSURE OF INFORMATION. Such Party has received or
has had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to the
Issued Shares or the Purchased Shares, to be purchased by such Party under
this Agreement. Such Party further has had an opportunity to ask questions
and receive answers from PriceSmart or Bueller's, as the case may be,
regarding the terms and conditions of the Issued Shares or the Purchased
Shares and to obtain additional information (to the extent PriceSmart or
Bueller's possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to such
Party or to which such Party had access. The foregoing, however, does not in
any way limit or modify the representations and warranties made by such Party
in this Section 3.
3.3 INVESTMENT EXPERIENCE. Such Party understands that the
purchase of the Issued Shares or the Purchased Shares involves substantial
risk. Such Party: (i) has experience as an investor in securities of
companies in the development stage and acknowledges that such Party is able
to fend for itself, can bear the economic risk of such Party's investment in
the Issued Shares or the Purchased Shares and has such knowledge and
experience in financial or business matters that such Party is capable of
evaluating the merits and risks of this investment in the Issued Shares or
the Purchased Shares and protecting its own interests in connection with this
investment and/or (ii) has a preexisting personal or business relationship
with PriceSmart or Bueller's, as the case may be, and certain of its
officers, directors or controlling persons of a nature and duration that
enables such Party to be aware of the character, business acumen and
financial circumstances of such persons.
3.4 ACCREDITED INVESTOR STATUS. Such Party is an
"accredited investor" within the meaning of Regulation D promulgated under
the Securities Act.
3.5 RESTRICTED SECURITIES. Each of the Shareholders
understands that the Issued Shares are characterized as "restricted
securities" under the Securities Act. Each of the Shareholders further
understands that the Issued Shares will be issued in a transaction not
involving a public offering and that under the Securities Act and applicable
regulations thereunder such securities may be resold without registration
under the Securities Act only in certain limited circumstances. In this
connection, each of the Shareholders represents that he is familiar with Rule
144 of the Securities and Exchange Commission (the "Commission"), as
presently in effect, and understands the resale limitations imposed thereby
and by the Securities Act. Each of the Shareholders understands that
PriceSmart is under no obligation to register any of the securities sold
hereunder.
3.6 LEGEND. It is understood that the certificates
evidencing the Issued Shares will bear the legend set forth below:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
PURSUANT TO REGISTRATION OR
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EXEMPTION THEREFROM. THE INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS."
The legend set forth above shall be removed by PriceSmart from any
certificate evidencing the Issued Shares upon (i) a sale by the holder
pursuant to Rule 144 or an effective registration statement and in either
case in accordance with Section 6.1 hereof or (ii) delivery to PriceSmart,
following the one-year period described at Section 6.1, of an opinion by
counsel, reasonably satisfactory to PriceSmart, that a registration statement
under the Securities Act is at that time in effect with respect to the
legended security or that such security can be freely transferred in a public
sale without such a registration statement being in effect and that such
transfer will not jeopardize the exemption or exemptions from registration
pursuant to which PriceSmart issued the Issued Shares.
4. REPRESENTATIONS AND WARRANTIES OF PRICESMART. PriceSmart hereby
represents and warrants to Bueller's and the Shareholders as follows:
4.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION.
PriceSmart is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now conducted and
as proposed to be conducted. PriceSmart is duly qualified to transact
business and is in good standing in each jurisdiction in which the failure so
to qualify would have a material adverse effect on its business or properties.
4.2 VALID ISSUANCE OF STOCK. The Issued Shares, when
issued, sold and delivered in accordance with the terms of this Agreement for
the consideration provided herein, will be duly and validly issued, fully
paid and nonassessable.
4.3 AUTHORIZATION. All corporate action on the part of
PriceSmart and its officers, directors and stockholders, necessary for the
authorization, execution and delivery of this Agreement and the performance
of all obligations of PriceSmart hereunder have been taken or will be taken
prior to the Closing, and this Agreement has been duly executed and delivered
by PriceSmart and constitutes a valid and legally binding obligation of
PriceSmart, enforceable in accordance with its terms, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization or other
laws of general application relating to or affecting the enforcement of
creditors' rights generally and (ii) the effect of rules of law governing the
availability of equitable remedies.
4.4 NO CONFLICTS WITH OTHER AGREEMENTS. The execution,
delivery and performance by PriceSmart of this Agreement will not violate or
be in conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under (i) any provision of
PriceSmart's certificate of incorporation or bylaws as they shall be in
effect; (ii) any provision of any judgment, decree or order to which
PriceSmart is a party or by which it is
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bound; (iii) any material contract, obligation or commitment to which
PriceSmart is a party or by which it is bound; or (iv) any statute, rule or
governmental regulation applicable to PriceSmart.
5. REPRESENTATIONS AND WARRANTIES OF BUELLER'S AND THE SHAREHOLDERS.
Bueller's and the Shareholders hereby represent and warrant to PriceSmart as
follows:
5.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION.
Bueller's is a corporation duly organized, validly existing and in good
standing under the laws of the British Virgin Islands and has all requisite
corporate power and authority to carry on its business as now conducted and
as proposed to be conducted. Bueller's is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure so to
qualify would have a material adverse effect on its business or properties.
The Shareholders are the only shareholders in Bueller's.
5.2 AUTHORIZATION. All action on the part of Bueller's and
its shareholders, necessary for the authorization, execution and delivery of
this Agreement and the performance of all obligations of Bueller's hereunder
have been taken or will be taken prior to the Closing. This Agreement has
been duly executed and delivered by Bueller's and each of the Shareholders
and constitutes a valid and legally binding obligation of Bueller's and each
of the Shareholders, enforceable against each of them in accordance with its
terms, except as may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting
the enforcement of creditors' rights generally and (ii) the effect of rules
of law governing the availability of equitable remedies.
5.3 NO CONFLICTS WITH OTHER AGREEMENTS. The execution,
delivery and performance by Bueller's and the Shareholders of this Agreement
will not violate or be in conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under (i) any
provision of Bueller's' certificate of incorporation, bylaws or other
governing documents as they shall be in effect; (ii) any provision of any
judgment, decree or order to which Bueller's or any of the Shareholders is a
party or by which it is bound; (iii) any material contract, obligation or
commitment to which Bueller's or any of the Shareholders is a party or by
which it is bound; or (iv) any statute, rule or governmental regulation
applicable to Bueller's or any of the Shareholders.
5.4 TITLE TO PURCHASED SHARES. Bueller's owns exactly
49,000 common shares of PriceCostco de Panama, S.A. and exactly 49,000 common
shares of PB Real Estate, S.A., free and clear of all liens, encumbrances and
any liabilities, except as may be created hereby. Other than the Purchased
Shares, Bueller's owns no shares of capital stock of, or any other interest
in, either of the Panama Corporations. In addition, Bueller's has no options,
warrants or other rights to acquire shares of capital stock of, or any other
interest in, the Panama Corporations. Following the Closing, Bueller's will
have transferred all of its right, title and interest in the Panama
Corporations to PriceSmart.
6. ADDITIONAL PROVISIONS REGARDING THE ISSUED SHARES.
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6.1 FURTHER LIMITATIONS ON DISPOSITION. Without in any way
limiting the representations set forth above, each of the Shareholders
further agrees not to make any disposition of all or any portion of the
Issued Shares prior to the one-year anniversary of the Closing and thereafter
shall not make any disposition of any portion of the Issued Shares unless and
until:
(a) There is then in effect a registration
statement under the Securities Act covering such proposed disposition and
such disposition is made in accordance with such registration statement; or
(b) Such Shareholder shall have notified
PriceSmart of the proposed disposition and shall have furnished PriceSmart
with a statement of the circumstances surrounding the proposed disposition,
and (ii) such Shareholder shall have furnished PriceSmart, at such
Shareholder's expense, with an opinion of counsel, reasonably satisfactory to
PriceSmart, that such disposition will not require registration of such
securities under the Securities Act.
Notwithstanding the provisions of paragraphs (a) and (b) above, no
such registration statement or opinion of counsel shall be required: (i) for
any transfer of any Issued Shares in compliance with Rule 144 of the
Securities Act, or (ii) for any transfer of any Issued Shares by a Party that
is a Shareholdership or a corporation to (A) a Shareholder of such
Shareholdership or shareholder of such corporation, (B) a retired Shareholder
of such Shareholdership who retires after the date hereof, (C) the estate of
any such Shareholder or shareholder, or (iii) for the transfer by gift, will
or intestate succession by any Party to his or her spouse or lineal
descendants or ancestors or any trust for any of the foregoing; PROVIDED that
in each of the foregoing cases the transferee agrees in writing to be subject
to the terms of this Section 6.1 to the same extent as if the transferee were
an original Party hereunder.
7. CONDITIONS TO CLOSING.
7.1 CONDITIONS TO OBLIGATIONS OF PRICESMART AT CLOSING.
PriceSmart's obligation to purchase the Purchased Shares at the Closing is
subject to the fulfillment to PriceSmart's satisfaction, on or prior to the
Closing, of all of the following conditions, any of which may be waived by
PriceSmart:
(a) REPRESENTATIONS AND WARRANTIES TRUE;
PERFORMANCE OF OBLIGATIONS. The representations and warranties made by
Bueller's and the Shareholders in Sections 3 and 5 hereof shall be true and
correct in all material respects on the Closing Date with the same force and
effect as if they had been made on and as of said date and Bueller's and the
Shareholders shall have performed and complied in all material respect with
all obligations and conditions herein required to be performed or complied
with by them on or prior to the Closing and a certificate duly executed by an
officer of Bueller's, to the effect of the foregoing, shall be delivered to
the PriceSmart.
(b) QUALIFICATIONS, LEGAL INVESTMENT. All
authorizations, approvals, or permits, if any, of any governmental authority or
regulatory body of the United States or of any state or country that are
required in connection with the lawful sale and issuance of the Purchased
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Shares and the Issued Shares shall have been duly obtained and shall be
effective on and as of the Closing. At the time of the Closing, the sale and
issuance of the Purchased Shares and the Issued Shares shall be legally
permitted by all laws and regulations to which PriceSmart and Bueller's are
subject.
(c) OPINION OF COUNSEL. PriceSmart shall have
received an opinion of counsel reasonably satisfactory to PriceSmart to the
effect that (a) all documents have been executed and all other acts and
formalities have been properly complied with, pursuant to any applicable
British Virgin Islands or Panama (or other) law or regulation, to effectuate
the sale of Bueller's' right, title and interest in the Panama corporations
to PriceSmart and (b) 100% ownership of the Panama Corporations by PriceSmart
does not violate any law or regulation of Panama.
7.2 CONDITIONS TO OBLIGATIONS OF BUELLER'S AND THE
SHAREHOLDERS AT CLOSING. The obligations of Bueller's and the Shareholders to
issue and sell the Purchased Shares to be sold at the Closing is subject to
the fulfillment to Bueller's' satisfaction, on or prior to the Closing of the
following conditions, any of which may be waived by Bueller's:
(a) REPRESENTATIONS AND WARRANTIES TRUE;
PERFORMANCE OF OBLIGATIONS. The representations and warranties made by
PriceSmart in Sections 3 and 4 hereof shall be true and correct in all
material respects at the date of the Closing with the same force and effect
as if they had been made on and as of the date hereof. PriceSmart shall have
performed and complied with all agreements and conditions herein required to
be performed or complied with by it on or before the Closing and a
certificate duly executed by an officer of PriceSmart, to the effect of the
foregoing, shall be delivered to Bueller's.
(b) QUALIFICATIONS, LEGAL INVESTMENT. All
authorizations, approvals, or permits, if any, of any governmental authority
or regulatory body of the United States or of any state or country that are
required in connection with the lawful sale and issuance of the Purchased
Shares and the Issued Shares shall have been duly obtained and shall be
effective on and as of the Closing. At the time of the Closing the sale and
issuance of the Purchased Shares and the Issued Shares shall be legally
permitted by all laws and regulations to which PriceSmart, Bueller's and the
Shareholders are subject.
8. OPTIONAL REDEMPTION.
8.1 REDEMPTION. At the written request delivered to
PriceSmart by Bueller's on behalf of the Shareholders within five days
following the one-year anniversary of the Closing, PriceSmart shall redeem
(unless otherwise prevented by law) at a redemption price (the "Redemption
Price"), payable in cash, equal to $46.86 per share any or all of the Issued
Shares. The written request shall specify the number of Issued Shares to be
redeemed and shall indicate the holders of the Issued Shares to be redeemed
and the number of Issued Shares each such holder is seeking to have redeemed.
8.2 PROCEDURE FOR REDEMPTION.
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(a) A request for redemption shall be sent by
Bueller's to PriceSmart at its principal executive offices by overnight
courier or by first class mail, postage prepaid, and must be received by
PriceSmart during the period described in Section 8.1.
(b) Promptly after receipt of the written notice
contemplated by Section 8.1, PriceSmart shall send a response to Bueller's
specifying a date (the "Redemption Date"), which shall not be less than 5 nor
more than 10 days after PriceSmart's receipt of the written request from
Bueller's, for the closing of the redemption (the "Redemption Closing"). At
the Redemption Closing, each of the Shareholders shall tender his Issued
Shares to PriceSmart in exchange for cash, payable by check or wire transfer,
in an amount equal to the number of Issued Shares tendered by such
Shareholder multiplied by the Redemption Price.
(c) From and after PriceSmart's receipt of the
written notice provided by Bueller's to PriceSmart pursuant to Section 8.1,
unless there shall have been a default in payment of the applicable
Redemption Price, all rights of a Shareholder (except the right to receive
the applicable Redemption Price upon presentation and surrender of their
certificate or certificates) shall cease with respect to that number of
Issued Shares he is seeking to have redeemed, and such shares shall not
thereafter be transferred on the books of PriceSmart or be deemed to be
outstanding for any purpose whatsoever.
9. MISCELLANEOUS.
9.1 SURVIVAL OF WARRANTIES. The representations, warranties
and covenants of the Parties contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement and the Closing
and shall in no way be affected by any investigation of the subject matter
thereof made by or on behalf of PriceSmart, Bueller's or the Shareholders, as
the case may be.
9.2 SUCCESSORS AND ASSIGNS. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties.
9.3 GOVERNING LAW. This Agreement shall be governed by and
construed under the internal laws of the State of California as applied to
agreements among California residents entered into and to be performed
entirely within California, without reference to principles of conflict of
laws or choice of law.
9.4 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.5 HEADINGS. The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement
to sections, paragraphs, exhibits and schedules shall, unless otherwise
provided, refer to sections and paragraphs hereof and exhibits and schedules
attached hereto, all of which exhibits and schedules are incorporated herein
by this reference.
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9.6 NOTICES. Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing and shall be
deemed effectively given upon personal delivery to the party to be notified
or upon deposit with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at
the address indicated for such party at the address specified on the
signature page, or at such other address as any party or the Company may
designate by giving ten (10) days advance written notice to all other parties.
9.7 NO FINDER'S FEES. PriceSmart, Bueller's and each of the
Shareholders represent that they neither are nor will be obligated for any
finder's or broker's fee or commission in connection with this transaction.
Bueller's and the Shareholders agree to indemnify and to hold harmless
PriceSmart from any liability for any commission or compensation in the
nature of a finders' or broker's fee (and any asserted liability) for which
Bueller's or any of the Shareholders is responsible. PriceSmart agrees to
indemnify and hold harmless Bueller's from any liability for any commission
or compensation in the nature of a finder's or broker's fee (and any asserted
liability) for which PriceSmart or any of its officers, employees or
representatives is responsible.
9.8 AMENDMENTS AND WAIVERS. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of PriceSmart, Bueller's and
the holders of a majority of the Issued Shares. Any amendment or waiver
effected in accordance with this Section shall be binding upon each holder of
any Issued Shares at the time outstanding, each future holder of such
securities, and PriceSmart.
9.9 EXPENSES. Each of the Parties shall pay its own fees
and expenses incurred in entering into this Agreement. If any action at law
or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to
which such party may be entitled.
9.10 SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, such
provision(s) shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision(s) were so excluded and
shall be enforceable in accordance with its terms.
9.11 ENTIRE AGREEMENT. This Agreement, together with all
exhibits and schedules hereto, constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect to the
subject matter hereof.
9.12 FURTHER ASSURANCES. From and after the date of this
Agreement, upon the request of any of the Parties, the other Parties shall
execute and deliver such instruments, documents or other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.
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9.13 ARBITRATION. All disputes and claims concerning the
validity, interpretation, performance, termination and/or breach of this
Agreement ("Dispute(s)") shall be referred for final resolution to
arbitration in Miami, Florida, USA under the UNCITRAL Rules ("Rules") as
administered by the American Arbitration Association. The parties hereby
agree that arbitration hereunder shall be the parties' exclusive remedy and
that the arbitration decision and award, if any, shall be final, binding
upon, and enforceable against, the parties, and may be confirmed by the
judgment of a court of competent jurisdiction. In the event of any conflict
between the Rules and this Section, the provisions of this Section shall
govern.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PRICESMART: BB&M:
PriceSmart, Inc., Bueller's Corporation Ltd.
a Delaware corporation a British Virgin Island company
By: /s/GILBERT A. PARTIDA By: /s/ RAFAEL E. BARCENAS
- --------------------------------- ---------------------------------
Name: GILBERT A. PARTIDA Name: RAFAEL E. BARCENAS
Title: PRESIDENT AND CEO Title:
Address for Notice: Address for Notice:
4649 Morena Boulevard ---------------------------
San Diego, CA 92117 ---------------------------
Attn: -----------------------
THE SHAREHOLDERS:
/s/ RAFAEL E. BARCENAS /s/ UTTAM NANDWANI
- --------------------------------- ---------------------------------
Rafael E. Barcenas Uttam Nandwani
Address for Notice: Address for Notice
- ------------------------- -------------------------
- ------------------------- -------------------------
/s/ MORRIS HARARI /s/ ROBERTO NOVEY
- --------------------------------- ---------------------------------
Morris Harari Roberto Novey
Address for Notice: Address for Notice
- ------------------------- -------------------------
- ------------------------- -------------------------
/s/ JOSEPH AZRAK /s/ RAYMOND DAYAN
- --------------------------------- ---------------------------------
Joseph Azrak Raymond Dayan
Address for Notice: Address for Notice:
- ------------------------- -------------------------
- ------------------------- -------------------------
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EXHIBIT A
SHAREHOLDERS ALLOCATION
The Issued Shares shall be allocated among the Shareholders as follows:
1. Roberto Novey: 19,276
2. Rafael E. Barcena Perez: 64,442
3. Uttan Nandwani: 104,380
4. Joseph Azrak: 26,215
5. Raymond Dayan: 15,337
6. Morris Harari: 77,098
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