Exhibit 10.1
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT ("Agreement"), effective as of August
12, 1998, is made by and between EXECUTONE Information Systems, Inc., a Virginia
corporation ("Executone"), Unistar Gaming Corp., a Delaware corporation and
wholly-owned subsidiary of Executone ("Unistar"), and Watertone L.P., Cooper
Life Sciences, Inc., John C. Shaw, Richard Bartlett, Jerry M. Seslowe, 10-26 S.
William St. Associates, Louis K. Adler and Resource Holdings Associates
(together, the "Shareholders").
RECITALS
WHEREAS:
A. The Shareholders own all of the issued and outstanding shares
of Executone Cumulative Convertible Preferred Stock, Series A (the "Executone
Series A Preferred Stock"), and Executone Cumulative Contingently Convertible
Preferred Stock, Series B (the "Executone Series B Preferred Stock," and
together with the Executone Series A Preferred Stock, the "Executone Preferred
Stock") in the following amounts:
Shares of Executone Shares of Executone
Series A Preferred Series B Preferred
Name Stock Stock
- -------------------------- ------------------- -------------------
Watertone L.P. 154,520 61,807
Cooper Life Sciences, Inc. 78,819 31,528
John C. Shaw 3,830 1,532
Richard Bartlett 3,830 1,532
Jerry M. Seslowe 3,830 1,532
10-26 S. William St.
Associates 2,873 1,149
Louis K. Adler 1,436 575
Resource Holdings
Associates 862 345
B. Executone intends to terminate Executone's ownership of Unistar
by the exchange of its shares of common stock of Unistar (the "Unistar Common
Stock") for the Executone Preferred Stock pursuant to this Agreement and the
distribution (the "Rights Offering") to the holders of Executone common stock
(the "Executone Common Stock") of rights (the "Rights") to purchase 85% of the
outstanding shares of Unistar Common Stock.
C. The Shareholders wish to continue to participate in the growth of
Unistar, if any, following the Rights Offering, and Executone and Unistar
believe that it is in the best interests of each company to permit the
Shareholders to continue such participation.
D. Executone, Unistar and the Shareholders have agreed to a share
exchange whereby the Shareholders will exchange their shares of Executone
Preferred Stock for shares of Unistar Common Stock and shares of a series of
convertible preferred stock of Unistar to be created (the "Unistar Preferred
Stock"), pursuant to the terms and conditions of this Agreement.
IN CONSIDERATION of the foregoing premises and the representations
and warranties and covenants contained in this Agreement, Executone, Unistar and
the Shareholders agree as follows:
ARTICLE I
DEFINITIONS
In addition to the terms defined in the preamble, which are
incorporated into this Article I, the following terms when used in this
Agreement shall have the meanings set forth below:
"Articles of Amendment" means the Articles of Amendment of the
Articles of Incorporation of Executone providing for the conversion of all
outstanding shares of Executone Cumulative Convertible Preferred Stock, Series
A, and Executone Cumulative Contingently Convertible Preferred Stock, Series B,
into shares of Unistar Common Stock and Unistar Preferred Stock as contemplated
by this Agreement.
"Certificate of Amendment" means a Certificate of Amendment of the
Certificate of Incorporation of Unistar substantially in the form attached as
Exhibit A hereto.
"Closing" shall have the meaning set forth in Section 3.2.
"Closing Date" shall have the meaning set forth in Section 3.2.
"Exchange" shall have the meaning set forth in Section 3.1.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Executone Board" shall mean the Board of Directors of Executone.
"Governmental Authority" means the United States, any state or
municipality, the government of any foreign country, and subdivision of any of
the foregoing, or any authority, department, commission, board, bureau, agency,
court or instrumentality of any of the foregoing.
"Person" means an individual, corporation, partnership, joint
venture, trust, unincorporated organization or Governmental Authority.
"Registration Statement" means the Registration Statement with
respect to the Rights and the Unistar Common Stock that will be acquired upon
exercise of the Rights.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Unistar Advisory Board" shall have the meaning set forth in
Section 2.2.
ARTICLE II
RIGHTS OFFERING
2.1. Mechanics of Separation.
(a) Executone agrees to consummate the Rights Offering in accordance
with the terms and subject to the conditions set forth in the Reorganization
Agreement between Executone and Unistar, a draft of which is attached as Exhibit
B hereto.
(b) The Rights Offering will take the form of a distribution to the
holders of Executone Common Stock of Rights to purchase shares of Unistar Common
Stock not delivered to the Shareholders pursuant to this Agreement with an
exercise price per Right of $0.05 to be paid to Unistar. Each five Rights shall
represent the right to acquire from Unistar one share of Unistar Common Stock.
Any shares of Unistar Common Stock underlying Rights not exercised at the end of
the exercise period will be purchased by Unistar Buying Group, LLC, a limited
liability company controlled by the Shareholders, as set forth in the Standby
Agreement between Unistar and Unistar Buying Group, LLC, a form of which is
attached hereto as Exhibit C (the "Standby Agreement").
2.2. Advisory Board.
In anticipation of the Rights Offering and the Exchange, Executone
agrees that Robert Berman, Jerry M. Seslowe, Stanley M. Blau, Alan Kessman,
Stanley J. Kabala and Michael W. Yacenda (the "Unistar Advisory Board"),
effective immediately, shall serve as an advisory board to the Executone Board,
providing recommendations to the Executone Board regarding the current and
future structure and business operations of Unistar, including, without
limitation: up to two additional members of the Unistar Advisory Board,
executive compensation, interaction with the National Indian Lottery, banking
and credit matters and general strategic planning.
ARTICLE III
EXCHANGE OF STOCK
3.1. Mechanics of Exchange.
(a) At the Closing, each Shareholder shall deliver to Executone all
certificates representing shares of Executone Preferred Stock owned by such
Shareholder properly endorsed to Executone, and in exchange therefor Executone
will proportionately transfer to the Shareholders (i) all of the outstanding
capital stock of Unistar, which shares, as of the date of closing (the
"Separation Date") of the Rights Offering, will represent or be converted into
15% of the outstanding shares of Unistar Common Stock (the "Original Issuance"),
exclusive of any shares acquired by the Shareholders pursuant to the Standby
Agreement, and (ii) all shares of Unistar Series A Preferred Stock (the
"Exchange"). No fractional shares of Unistar Common Stock or Unistar Preferred
Stock shall be issued. The Shareholders will be entitled to convert the Unistar
Preferred Stock into that number of shares of Unistar Common Stock (the
"Underlying Shares") such that, when added to the Original Issuance, the
Shareholders will own 34% of the Unistar Common Stock, including only the
Original Issuance and the Underlying Shares. The Unistar Common Stock and the
Unistar Preferred Stock will have the respective designations, relative rights,
preferences and limitations set forth in the Certificate of Amendment. All
shares of Executone Preferred Stock so exchanged shall be canceled.
(b) In the event that a certificate representing shares of Executone
Preferred Stock shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Shareholder claiming such certificate to be lost,
stolen or destroyed, Unistar shall issue (and Executone shall cause Unistar to
issue) in exchange for such lost, stolen or destroyed certificate the
consideration deliverable in respect thereof as determined in accordance with
Section 3.1(a) hereof. When authorizing such exchange for any lost, stolen or
destroyed certificate, the Shareholder to whom the consideration is to be
delivered, as a condition precedent to the issuance thereof, shall give
Executone a bond satisfactory to Executone in such sum as it may direct or
otherwise indemnify Executone in a manner satisfactory to Executone against any
claim that may be made against Executone with respect to the certificate alleged
to have been lost, stolen or destroyed.
3.2. Closing.
Subject to the satisfaction or waiver of the conditions set forth in
this Agreement, the transactions described in Section 3.1 (the "Closing") shall
take place three business days prior to the consummation of the Rights Offering
(the "Closing Date").
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1. Representations and Warranties of Unistar.
Unistar hereby represents and warrants to the Shareholders as
follows:
(a) Organization and Qualification. Unistar 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 conduct its
business as currently conducted.
(b) Capitalization. As of the Closing Date, Unistar will be
authorized to issue 26,000,000 shares of capital stock, consisting of 25,000,000
shares of Unistar Common Stock and 1,000,000 shares of Unistar Preferred Stock.
As of the date hereof, Executone owns all of the outstanding capital stock of
Unistar. Immediately after giving effect to the transactions contemplated by
this Agreement and to the Rights Offering, the Shareholders will own in the
aggregate fifteen percent (15%) of the issued and outstanding shares of Unistar
Common Stock, exclusive of any shares acquired pursuant to the Standby
Agreement, and 100% of the issued and outstanding shares of Unistar Preferred
Stock. The shares of Unistar Common Stock and Unistar Preferred Stock to be
issued in accordance with this Agreement will be duly authorized for issuance
and, when issued in accordance with the terms hereof, will be validly issued,
fully paid and non-assessable, and will not be subject to or issued in violation
of any preemptive rights. Except as disclosed in the Registration Statement,
Unistar does not have outstanding any options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, any securities or
obligations convertible into, or any contracts or commitments to issue or sell,
shares of its capital stock or any such options, rights, convertible securities
or obligations.
(c) Capacity, Execution of Agreements. Unistar has full right, power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby, including the Rights Offering, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
Upon execution and delivery of this Agreement, this Agreement will constitute a
valid and binding obligation of Unistar, enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally, and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(d) No Consents. No consent, approval, authorization or order of, or
any filing or declaration with, any governmental body is required for the
consummation by Unistar of the transactions contemplated herein.
(e) Offering Materials. Unistar has not distributed and will not
distribute prior to Closing any offering material in connection with the
Exchange other than the Registration Statement.
(f) Proceedings, Litigation, etc. Unistar is not (and will not be
after giving effect to the transactions contemplated by this Agreement and the
Registration Statement) (i) in violation of its Certificate of Incorporation or
Bylaws or (ii) in violation of any order of any court, arbitrator or
governmental body or subject to or party to any order of any court or
Governmental Authority arising out of any action, suit or proceeding under any
statute or other law which could reasonably be expected to materially and
adversely affect the ability of the parties hereto to consummate the
transactions contemplated hereby.
4.2. Representations and Warranties of Executone.
Executone hereby represents and warrants to the Shareholders as
follows:
(a) Organization and Qualification. Executone is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia.
(b) Capacity, Execution of Agreements. Executone has full right,
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby, including the Rights Offering, and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement. Upon execution and delivery of this Agreement, this Agreement
will constitute a valid and binding obligation of Executone, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' and contracting parties' rights generally, and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(c) No Consents. No consent, approval, authorization or order of, or
any filing or declaration with, any governmental body is required for the
consummation by Executone of the transactions contemplated herein.
(d) Offering Materials. Executone has not distributed and will not
distribute prior to Closing any offering material in connection with the
Exchange other than the Registration Statement.
4.3. Representations and Warranties of the Shareholders.
Each Shareholder hereby represents and warrants to Executone as
follows:
(a) Purpose. (i) Each Shareholder, taking into account the personnel
and resources that such Shareholder can practically bring to bear with regard to
the Exchange, is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in shares presenting an
investment decision like that involved in the Exchange, including investments in
securities issued by Unistar, and has requested, received, reviewed and
considered all information that it deems relevant in making an informed decision
to participate in the Exchange; (ii) each Shareholder is acquiring the shares of
the Unistar Common Stock and the Unistar Preferred Stock in the ordinary course
of its business and for its own account for Investment (as defined for purposes
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the regulations
thereunder) only and with no present intention of distributing any of such
shares or any arrangement or understanding with any other persons regarding the
distribution of such shares; (iii) each Shareholder has adequate net worth and
means of providing for his or its current needs and contingencies to sustain a
complete loss of his or its investment in Unistar and has no need for liquidity
in his or its investment; (iv) each Shareholder's overall commitment to
investments that are not readily marketable is not disproportionate to such
Shareholder's net worth and participation in the Exchange will not cause such
overall commitment to become excessive; (v) each Shareholder agrees not to,
directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge
of) any shares of the Unistar Common Stock or the Unistar Preferred Stock except
in compliance with the Securities Act and any applicable state securities or
blue sky laws; (vi) each Shareholder has, in connection with such Shareholder's
decision to participate in the Exchange, relied solely upon the Registration
Statement and the documents included therein and the representations and
warranties of Executone contained herein; and (vii) each Shareholder is an
"accredited investor" within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act.
(b) Authorization. Each Shareholder further represents and warrants
to Executone that: (i) such Shareholder has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of such Shareholder, enforceable in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties rights generally and except as enforceability may be subject
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
ARTICLE V
ADDITIONAL AGREEMENTS OF THE PARTIES
5.1. Taking of Necessary Action.
Each of the parties hereto agrees to use all reasonable efforts
promptly to take or cause to be taken all action, and promptly to do or cause to
be done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement.
5.2. Tax Matters.
The parties agree to cooperate in structuring the Rights Offering
and the Exchange in a manner that will minimize the taxes to be incurred in
connection with such transactions by the Shareholders, Executone and the holders
of Executone Common Stock.
5.3. Execution by All Shareholders; Irrevocable Proxy.
(a) The parties hereto understand that the Exchange is conditioned
upon the participation of the holders of all of the issued and outstanding
shares of Executone Preferred Stock and that no partial Exchange shall be made.
Notwithstanding the foregoing, each Shareholder agrees that upon his or its and
Executone's execution of this Agreement and regardless of whether this Agreement
is executed by all of the Shareholders, such Shareholder intends to be and is
bound by this Section 5.3.
(b) If this Agreement is not executed by all of the Shareholders and
the Executone Board determines that it is in the best interests of Executone and
its shareholders to amend Executone's Articles of Incorporation in accordance
with the terms of the Articles of Amendment, each Shareholder that has executed
this Agreement agrees to cause all of the Executone Common Stock and Executone
Preferred Stock beneficially owned by such Shareholder to be voted in favor of
such amendment in any and all votes cast on such amendment. In furtherance of
such agreement and in exchange for the sum of $10.00, the receipt and
sufficiency of which is hereby acknowledged, each such Shareholder hereby
constitutes and appoints Robert Berman and Jerry M. Seslowe, his or its lawful
attorneys for and in the name, place and stead of such Shareholder, with full
power of substitution, for one (1) year from the date of such Shareholder's
execution of this Agreement to vote as such Shareholder's proxy all of his or
its shares of Executone Common Stock and Executone Preferred Stock for the
amendment set forth in the Articles of Amendment at any meetings, regular or
special, of the shareholders of Executone, or any adjournments thereof. Such
Shareholder understands that THIS PROXY IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
5.4. Registration Rights.
As of the Closing Date, Unistar and the Shareholders will enter into
a Registration Rights Agreement pursuant to which the Shareholders will have
registration rights substantially similar to the registration rights the
Shareholders have as of the date of this Agreement with respect to the Executone
Preferred Stock.
5.5. Funding by Executone.
Executone will continue to fund Unistar until the Closing Date at a
rate not to exceed an average of $1.5 million per quarter (including certain
out-of-pocket expenses incurred to date by Watertone L.P. in furtherance of
Unistar's business and approved by the Unistar Advisory Board). If the legal and
lobbying expenses of Unistar are reduced from their current run rates, the level
of funding above will not be reduced but can be used by Unistar for the
prosecution of its business plan as approved by the Unistar Advisory Board.
5.6. Capital Contribution.
At the Closing Date, in addition to the funding provided under
Section 5.5 hereof, Executone (i) will provide Unistar with $3.0 million in cash
and (ii) will assume responsibility for, and pay when due, expenses incurred but
not yet paid, provided, however, that the maximum of such assumed liabilities
shall not exceed $500,000 based on Executone's undertaking to keep current on
Unistar's liabilities.
5.7. Unistar Board of Directors.
At the Separation Date, the Board of Directors of Unistar will
consist of Messrs. Berman, Blau, Kessman, Seslowe, Yacenda and two other members
to be recommended to the Executone Board by the Unistar Advisory Board, provided
that, in the business judgment of the Executone Board reasonably exercised, such
nominees are suitable candidates, and if such nominees are not so suitable, the
Executone Board may consider other nominees.
5.8 TRP Expenses Associated with Michael W. Yacenda and Robert
Hopwood.
The Shareholders are relying on the resignations of Michael W.
Yacenda and Robert Hopwood (collectively, the "Employees") from Executone and
the Employees' employment by Unistar shortly following the Separation Date.
While Executone cannot assure such employment, it is in Executone's interests
and the Shareholders' interests to create an incentive to Unistar's hiring the
Employees. The parties agree:
(a) The Employees will be offered the retention payment and loan
provisions of Executone's TRP Plan (the "Plan") by Executone on the same terms
and conditions as other Executone employees participating in the Plan, provided
that the Employees must pledge, in addition to shares of Executone capital stock
pledged under the Plan as of the Separation Date (the "Pledged Executone
Stock"), any equity interest in Unistar held by them as a result of the exercise
of Rights attributable to the Pledged Executone Stock to secure any loan
guaranteed by Executone. The provisions of the Plan other than the retention
payment and loan provisions shall be inapplicable to the Employees.
(b) If either or both of the Employees resign from Executone and
become employed by Unistar within 30 days of the Separation Date, Executone
shall continue to provide benefits under the Plan to such Employee(s), provided
that no payments under the Plan shall be triggered by such resignations of the
Employee(s) from Executone. Executone shall have no liability for any interest
that accrues after the Separation Date on any loan of such Employee(s)
guaranteed by Executone under the Plan.
(c) If the Employees, or either of them, subsequently resign their
positions with Unistar, the Employee(s) shall be solely responsible for the
repayment of loans from third parties without benefits under the Plan, except as
may be provided by the Plan, and Unistar shall indemnify and hold Executone
harmless and pay fifty percent (50%) of any liability Executone may have to a
third party on loans made to the resigning Employee(s), including costs of
collection.
(d) If Unistar terminates either or both Employees for any reason,
or no reason, Unistar shall indemnify and save Executone harmless from all
liability, damages and costs associated with the Plan resulting from such
Employee(s) termination(s).
(e) If Executone voluntarily retires the loan obligations of the
Employees, or either of them, prior to maturity for any reason, such prepayment
shall be the sole expense of Executone.
(f) If either or both Employees remain employed with Executone and
subsequently Unistar for the full vesting period under the Plan, Unistar and
Executone will split any liability under the Plan, if any, equally.
ARTICLE VI
CONDITIONS
6.1. Obligations of Shareholders.
The obligations of the Shareholders to participate in the Exchange
are subject to satisfaction or waiver of the following conditions precedent: the
representations and warranties of Executone and Unistar contained in this
Agreement shall be true and correct in all material respects on and as of the
date of this Agreement and on and as of the Closing Date with the same effect as
though made on and as of such date, and Executone and Unistar shall have
performed all obligations and complied with all agreements, undertakings,
covenants and conditions required hereunder to be performed by Executone at or
prior to Closing.
6.2. Obligations of Executone and Unistar.
The obligations of Executone and Unistar to participate in the
Exchange is subject to satisfaction or waiver of the following conditions
precedent: the representations and warranties of each Shareholder contained in
this Agreement shall be true and correct in all material respects on and as of
the date of this Agreement and on and as of the Closing Date with the same
effect as though made on and as of such dates, and each Shareholder shall have
performed all obligations and complied with all agreements, undertakings,
covenants and conditions required to be performed at or prior to Closing.
ARTICLE VII
TERMINATION
7.1. Termination.
This Agreement may be terminated on or any time prior to the
Closing:
(a) by the mutual written consent of the parties hereto; or
(b) by Executone if Arthur Anderson LLP, as independent public
accountants for Executone, does not deliver a "going concern opinion" with
respect to Unistar as of the Closing Date, notwithstanding Executone's best
efforts to obtain such opinion; or
(c) by any party hereto if the Closing shall not have occurred on or
prior to July 1, 1999, unless the failure of such occurrence shall be due to the
failure of the party seeking to terminate this Agreement to perform or observe
its agreements set forth herein required to be performed or observed by such
party on or before the Closing.
7.2. Effect of Termination.
In the event of the termination of this Agreement as provided in
Section 7.1, this Agreement shall forthwith become void except for the
obligations set forth in Section 5.3 and in Article VIII hereof and there shall
be no liability or obligation on the part of the parties hereto except as
otherwise provided in this Agreement. The termination of this Agreement shall
not relieve either party of any liability for breach of this Agreement prior to
the date of termination.
ARTICLE VIII
MISCELLANEOUS
8.1. Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier postage prepaid, and shall be deemed given when so mailed and shall be
delivered to the address set forth under each party's signature line, or to such
other address or addresses as may have been furnished in writing to the other
parties.
8.2. Amendments: Entire Agreement. This Agreement may not be
modified or amended except pursuant to an instrument in writing signed by the
parties hereto. This Agreement sets forth the entire understanding of the
parties and supersedes all prior agreements, covenants, arrangements,
communications, representations or warranties, whether written or oral, made by
the parties or any agent or representative of the parties.
8.3. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
8.4. Severability. In case any provision contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
8.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia without
regard to the conflicts of law principles thereof and the federal laws of the
United States of America.
8.6. Construction. For purposes of construing this Agreement, the
recitals hereto shall be deemed to be a substantive part of this Agreement. To
the extent of any conflict between any provision set forth in this Agreement and
any provision of any other Agreement referred to herein, the provisions set
forth in this Agreement shall be deemed controlling.
8.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives.
EXECUTONE INFORMATION SYSTEMS, INC.
By: /s/ Stanley J. Kabala
----------------------------------
Name: Stanley J. Kabala
Title: President and Chief Executive
Officer
Date: August 12, 1998
Address: 478 Wheelers Farms Road
Milford, Connecticut 06460
UNISTAR GAMING CORP.
By: /s/ Stanley J. Kabala
------------------------------------
Name: Stanley J. Kabala
Title: President and Chief Executive
Officer
Date: August 12, 1998
Address: 478 Wheelers Farms Road
Milford, Connecticut 06460
WATERTONE L.P.
By: /s/ Robert A. Berman
------------------------------------
Name: Robert A. Berman
Title: Managing Director
Date: August 11, 1998
Address: 730 Fifth Avenue
New York, New York 10019
COOPER LIFE SCIENCES, INC.
By:
-----------------------------------
Name: Steven Rosenberg
Title:
Date: , 1998
Address: 160 Broadway
New York, New York 10038
By: /s/ John C. Shaw
------------------------------------
Name: John C. Shaw
Date: August 11, 1998
Address: 8 Indian Drive
Old Greenwich, CT 06870
By: /s/ Richard Bartlett
------------------------------------
Name: Richard Bartlett
Date: August 11, 1998
Address: 15 West 81st Street
New York, New York
By: /s/ Jerry M. Seslowe
------------------------------------
Name: Jerry M. Seslowe
Date: August 12, 1998
Address: 2 Chanticlare Drive____________
Mannasset, NY 11030 _________
10-26 S. WILLIAM ST. ASSOCIATES
By:
-------------------------------------
Name: Steven Rosenberg
Title:
Date: , 1998
Address:
By:
-------------------------------------
Name: Louis K. Adler
Date: , 1998
Address: _______________________
-----------------------
RESOURCE HOLDINGS ASSOCIATES
By: /s/ Jerry M. Seslowe
---------------------------------------
Name: Jerry M. Seslowe
Title: Managing Director
Date: August 12, 1998
Address: 520 Madison Avenue, 40th Floor
New York, New York 10022
EXHIBIT A
Certificate of Amendment of the Certificate of Incorporation
of Unistar
EXHIBIT B
Reorganization Agreement
EXHIBIT C
Standby Agreement