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EXHIBIT 4.3
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is made and entered
into as of the 1st day of September, 1997, by and among the persons signing as a
"Shareholder" at the end of this Agreement (individually, a "Shareholder" and
collectively, the "Shareholders") and MAXXIS GROUP, INC., a Georgia corporation
(the "Company").
W I T N E S S E T H:
WHEREAS, the Shareholders are the holders of the number of shares of
Class A Common Stock, no par value per share (the "Class A Common Stock"), of
the Company set forth opposite their names on Schedule I attached hereto;
WHEREAS, the Shareholders and the Company deem it expedient and in
their best interests to provide for certain agreements with respect to the
transfer and voting of the Class A Common Stock of the Company, as set forth in
this Agreement; and
WHEREAS, the Shareholders and the Company desire to make certain other
mutual promises for their mutual benefit and the benefit of the Company, as set
forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth in
this Agreement, and as an inducement for the Shareholders to organize the
Company, the parties hereto, intending to be legally bound, hereby agree as
follows:
SECTION 1. DEFINITIONS; BINDING AGREEMENT; RESTRICTIONS ON TRANSFER;
SECURITIES LAWS.
1.1 DEFINITIONS. For purposes of this Agreement:
"ACT" shall mean the Securities Act of 1933, as amended.
"PERMITTED TRANSFEREE," as to any Shareholder, shall mean: (i) any
trust or custodianship having that Shareholder (or another Permitted Transferee)
as the sole trustee(s) or custodian(s) and having that Shareholder (or another
Permitted Transferee) and/or his spouse, natural-born or adoptive children,
and/or his or their lineal descendants as its sole beneficiaries; (ii) a
personal representative, trustee, executor or similar fiduciary acting on behalf
of that Shareholder (or another Permitted Transferee) following such
Shareholder's death or incapacity; (iii) any other Shareholder who is a party to
this Agreement; or (iv) any other person or entity that the Company agrees in
writing may become a transferee of Restricted Stock; provided, however, that
such a person or entity shall become a Permitted Transferee only if such person
or entity agrees in writing to be bound by the provisions of this Agreement as
if the Restricted Stock continued to be held by the referenced Shareholder.
"RESTRICTED STOCK" shall mean all shares of Class A Common Stock of the
Company held by each Shareholder set forth on Schedule I hereto, together with:
(i) any other shares of Class
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A Common Stock purchased or otherwise acquired by any Shareholder from time to
time; (ii) any option, warrant or other right to acquire Class A Common Stock;
or (iii) any other rights or interests in stock or securities resulting from any
stock dividend, stock split, merger or consolidation, recapitalization or other
event involving the Class A Common Stock.
"TRANSFER," used as a noun or verb, whether or not capitalized, shall
mean any sale, assignment, transfer, pledge, encumbrance, gift (whether by
lifetime transfer or, upon death, by testamentary devise or nontestamentary
disposition pursuant to the laws of intestate succession) or other disposition,
whether with or without consideration and whether voluntary or involuntary.
1.2 PARTIES SUBJECT TO AGREEMENT. This Agreement will be binding upon
the Shareholders who are parties to this Agreement, the Company and each and
every person, firm or corporation claiming by, through or under them.
1.3 NOTICE ON STOCK CERTIFICATES AND RESTRICTIONS ON TRANSFER AGENTS.
No officer, director, transfer agent or employee of the Company will cause or
permit any certificate representing Restricted Stock (a "Certificate") to be
issued without proof of compliance with the terms of this Agreement. Every
Certificate now or hereafter owned by a Shareholder or anyone claiming by,
through or under any of them (whether owned by such Shareholder individually or
collectively with any other person, firm or corporation) will bear a legend, in
addition to any other legend on the certificate required to secure an offering
exemption under the Act, which will give notice of the terms of this Agreement
to all others, in form and content substantially as follows:
NOTICE IS HEREBY GIVEN that the transfer of the securities
represented by this Certificate is restricted by the issuer,
and all rights, powers, restrictions, limitations, redemption
and repurchase privileges reserved by the Company and its
Shareholders are hereby incorporated into and made a part
hereof as embodied in that certain Shareholders' Agreement
(the "Shareholders' Agreement"). Any attempted transfer,
pledge or other disposition of these securities that is not
made in compliance with the Shareholders' Agreement shall be
void. The Shareholders' Agreement is on file in the principal
office of the Company, and a copy of such will be provided
without cost to a prospective transferee of these securities
upon such prospective transferee's request.
1.4 RESTRICTIONS ON DISPOSITION. The Class A Common Stock is
restricted, and no Transfer of Class A Common Stock may be made by a Shareholder
in the absence of an effective registration statement under the Act or upon the
delivery of an opinion of counsel (which opinion and counsel shall be
satisfactory to the Company in the Company's sole discretion) that registration
is not required.
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1.5 INVESTMENT INTENT. Each Shareholder hereby represents, warrants and
covenants as follows:
(a) The Shareholder understands that the Restricted Stock held
by him under this Agreement has not been registered under the Act in reliance
upon exemptions contained in the Act and any applicable regulations promulgated
thereunder or interpretations thereof, and cannot be offered for sale, sold or
otherwise Transferred unless such Restricted Stock subsequently is so registered
or qualify for exemption from registration under the Act; that the certificates
representing shares of Restricted Stock bear legends substantially in the form
set forth in Sections 1.3 and 1.6 hereof; and that any transfer agent employed
or utilized by the Company shall be instructed not to effect any transfer of
such Restricted Stock without prior written authorization from the Company (or,
if the Company serves as its own transfer agent, a notation shall be made in the
Company's records indicating the transfer restrictions to which such Restricted
Stock is subject); provided that the Company covenants that any transfer agent
the Company employs or utilizes shall be instructed to (or, if the Company
serves as its own transfer agent, the Company shall itself) transfer Restricted
Stock at the request of a Shareholder provided that all provisions of this
Agreement have been satisfied and all tests required under the Act for the
transfer of Restricted Stock have been met.
(b) Such Restricted Stock was acquired during the formation of
the Company or were transferred pursuant to this Agreement to such Shareholder
in good faith solely for its own account, for investment and not with a view
toward resale or other distribution within the meaning of the Act; and such
Restricted Stock shall not be offered for sale, sold or otherwise transferred
without either registration or exemption from registration under the Act.
(c) Such Shareholder has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of its investment in such Restricted Stock; and such Shareholder
understands and is able to bear any economic risks associated with such
investment (including the necessity of holding such Restricted Stock for an
indefinite period of time, inasmuch as such Restricted Stock has not been
registered under the Act).
(d) Such Shareholder is familiar with the business which is
presently being conducted and is intended to be conducted by the Company,
including financial matters relating to such business; such Shareholder has been
given the opportunity to obtain such information as it has requested concerning
the business of the Company.
(e) Such Shareholder understands that such Restricted Stock
will be considered "restricted securities" within the meaning of Rule 144 under
the Act; that Rule 144 is not currently and may not ever be available to exempt
from the registration requirements of the Act sales of such "restricted
securities;" that if Rule 144 is available, sales may be made in reliance upon
Rule 144 only in accordance with the terms and conditions of Rule 144, which
among other things generally requires that the securities be held for at least
one year and that sales be made in limited amounts and in "brokers'
transactions" (volume and manner of sale requirements are subject to certain
exceptions depending upon whether the seller is an "affiliate" within the
meaning of Rule 144 and how long the securities have been held); and that, if an
exemption for
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such sales is not available, registration of such Restricted Stock may be
required, but that the Company is under no obligation to register such
Restricted Stock or to facilitate compliance or to comply with any exemption
except to the extent set forth in this Agreement.
1.6 LEGEND ON CERTIFICATES. In addition to the legend required by
Section 1.3, the certificates representing the Restricted Stock issued pursuant
to this Agreement shall bear a legend in substantially the following form:
The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
applicable state securities laws and cannot be offered, sold
or transferred in the absence of registration or the
availability of an exemption from registration under the Act,
applicable state securities laws and regulations promulgated
thereunder.
The Company covenants that if and when it becomes subject to the reporting
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended, it shall comply with the then current public information
requirements of Rule 144(c)(1) and shall so certify to the Shareholders,
providing them upon request with copies of all filings.
1.7 SECURITIES LAW COVENANT OF THE COMPANY. The Company hereby
covenants with every Shareholder that it will use the information provided to it
by the Shareholders pursuant to this Agreement in a manner consistent with
applicable securities laws, rules and regulations (but by this covenant takes no
responsibility for the accuracy or completeness of such information).
SECTION 2. COMPANY'S OPTION TO PURCHASE.
2.1 TERMINATION OF EMPLOYMENT OR ENGAGEMENT FOR CAUSE. (a) If the
Company terminates a Shareholder's employment with the Company (or, if a
Shareholder is an independent contractor or consultant, such Shareholder's
engagement by the Company as an independent contractor or consultant) for
"cause" (as defined in the agreement between such Shareholder and the Company),
the Company shall have the right to repurchase, at a price equal to the Fair
Market Value (as defined below), an amount of the Shareholder's Class A Common
Stock according to the following formula: (i) 100% if termination of employment
or engagement as an independent contractor or consultant occurs prior to July 1,
1998; (ii) 80% if termination of employment or engagement as an independent
contractor or consultant occurs prior to July 1, 1999; (iii) 60% if termination
of employment or engagement as an independent contractor or consultant occurs
prior to July 1, 2000; (iv) 40% if termination of employment or engagement as an
independent contractor or consultant occurs prior to July 1, 2001; (v) 20% if
termination of employment or engagement as an independent contractor or
consultant occurs prior to July 1, 2002; provided, however, that such repurchase
right with respect to Anner Mae Stokes would be triggered by the termination for
cause of Ivey J. Stokes, such repurchase right with respect to Cynthia Glover
would be triggered by the termination for cause of Robert Glover and such
repurchase right with respect to The Anchora Company would be triggered by the
termination for cause of Thomas O. Cordy. The closing of such repurchase shall
occur on the
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20th business day following receipt by the Company of the final report from the
Appraiser (as defined below), but otherwise will be in accordance with Section
2.2 below.
(b) For the purposes of this Agreement, "Fair Market Value" shall mean
the price per share of the Class A Common Stock as determined by an investment
banking, appraisal or advisory firm chosen by the Company (the "Appraiser") and
reasonably acceptable to the Shareholder, it being agreed that the firm of
Gross, Collins & Cress, if chosen by the Company, shall be acceptable to the
Shareholder. The determination of the Fair Market Value of the Class A Common
Stock by the Appraiser will be conclusive and binding on the parties, absent
fraud. The Company will pay all fees and expenses of the Appraiser.
2.2 CLOSING OF OPTION PURCHASE. On the closing date agreed to by the
Shareholder and the Company (or upon the date determined in accordance with
Section 2.1 of this Agreement, as the case may be), the Shareholder shall sell
to the Company all right, title and interest in and to the Restricted Stock,
free and clear of any lien, charge, encumbrance or restriction (other than
transfer restrictions imposed by applicable securities laws), and the Company
shall purchase the Restricted Stock from the Shareholder. At the closing of such
purchase, the Shareholder shall deliver to the Company the Certificate(s)
representing the Restricted Stock duly endorsed for transfer, and the Company
shall deliver to the Shareholder a check in the amount of the Fair Market Value
of the Restricted Stock.
SECTION 3. OTHER TRANSFERS; RIGHT OF FIRST REFUSAL.
3.1 PROHIBITION ON TRANSFER. Until the earlier of (i) July
1, 2002 or (ii) the closing of an underwritten public offering of the Company's
common stock registered under the Act in which aggregate proceeds to the
Company, net of all underwriting discounts and commissions and other expenses of
issuance and distribution, are equal to at least $5,000,000, each Shareholder
shall refrain from making any transfer of any shares of Restricted Stock, unless
either:
(a) such transfer is to a Permitted Transferee; or
(b) the proposed terms of the transfer are for cash consideration
from a bona fide offer, and the Shareholder has complied with
the provisions of Section 3.2 below.
For purposes of this Section 3, a "bona fide offer" shall mean a good faith
offer, in writing, entered into with a third party unaffiliated with the
Shareholder, with the intent to purchase and sell, and without fraud or
collusion. Any transfer or attempted transfer made in contravention of this
prohibition shall be null and void.
3.2 RIGHT OF FIRST REFUSAL.
(a) Prior to any transfer of Restricted Stock by a Shareholder, such
Shareholder (the "Transferor") shall, as set forth in this Section 3.2, provide
the Company and, in the event the Company does not exercise its right of first
refusal with respect to all of such shares of
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Restricted Stock, the other Shareholders (the "Remaining Shareholders"), with a
right of first refusal with respect to such transfer.
(b) Prior to any transfer of Restricted Stock, the Transferor shall
notify the Company and the Remaining Shareholders in writing of his intention to
effect such transfer of the Restricted Stock. Such written notice shall
constitute an offer (the "Offer Notice") to sell such Restricted Stock to the
Company and the Remaining Shareholders on the terms and conditions set forth in
this Section 3.2. Such Offer Notice shall set forth all information regarding
the proposed transfer, including the number of shares of Restricted Stock
proposed to be transferred; the name, address, background and financial capacity
of the proposed transferee; and the terms and conditions (including price per
share) of the proposed transfer. The Transferor shall also obtain promptly and
provide such further information concerning the proposed transfer or proposed
transferee as the Company or any Remaining Shareholder may reasonably request.
(c) The Company may elect to purchase some or all of the shares of the
Restricted Stock subject to the Offer Notice by delivery of a written notice to
the Transferor and the Remaining Shareholders within 30 days of receipt of the
Offer Notice. In the event the Company does not elect to purchase all of the
shares of Restricted Stock subject to such Offer Notice, each of the Remaining
Shareholders may elect to purchase some or all of the shares of Restricted Stock
not elected to be purchased by the Company (the "Remaining Shares") by delivery
of a written notice to the Transferor within 30 days of receipt of the Company's
response to the Offer Notice. If the Remaining Shareholders who elect to
purchase Remaining Shares (the "Electing Shareholders") elect to purchase, in
the aggregate, a number of shares greater than the number of Remaining Shares,
the number of Remaining Shares to be purchased by each of the Electing
Shareholders shall be allocated by multiplying the number of shares requested by
each Electing Shareholder by a fraction, the numerator of which equals the
Remaining Shares and the denominator of which is the total number of shares
requested by the Electing Shareholders, with the number of shares eligible for
purchase by each Electing Shareholder being rounded to the nearest whole share.
The expiration of the foregoing periods without notice of exercise of such
rights of first refusal shall constitute the Company's election and/or the
Remaining Shareholders' election not to exercise such rights of first refusal.
(d) If the Company or the Shareholders elect not to exercise their
rights of first refusal, the Transferor may, subject to compliance with
applicable regulatory requirements, transfer the shares of Restricted Stock
proposed to be transferred in accordance with the information, including the
terms and conditions, set forth in the Offer Notice; provided, however, that (i)
such transfer must comply with all other terms and conditions of this Agreement,
(ii) the shares of Restricted Stock so transferred shall remain subject to all
provisions of this Agreement (including, but not limited to, this Section 3.2)
with respect to any subsequent transfer thereof by the transferee and (iii) the
Company may require the transferee to agree in writing to be bound by such
restrictions as a condition to the effectiveness of the proposed transfer. If
the Transferor does not complete such transfer within 90 days after the Company
or the Shareholders have elected not to exercise their rights of first refusal,
or if there is any material change in the terms or conditions of the proposed
transfer, the transfer shall again be subject to the right of first refusal set
forth in this Section 3.2.
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(e) The closing of the purchase of the Restricted Stock pursuant to the
Company's or the Shareholders' exercise of their rights of first refusal shall
occur as provided in Section 3.3 hereof.
3.3 CLOSING.
(a) In the event that the Company and/or the Electing Shareholders, as
the case may be, elect to purchase Restricted Stock under Section 3.2 hereof,
the Transferor shall tender the certificates or other instruments evidencing
such Restricted Stock, duly endorsed, at the Company's offices at such date and
time as the Company or the Electing Shareholders, as the case may be, may
designate.
(b) The Company or the Electing Shareholders, as the case may be, shall
deliver the purchase price for such Restricted Stock to the Transferor upon
receipt of the certificates or other instruments evidencing such Restricted
Stock.
(c) The Company may, at its option, assign its rights under Sections
3.2 hereof to one or more other purchasers on one or more occasions.
SECTION 4. CONFIDENTIALITY.
(a) Each Shareholder shall maintain in strict confidence, and shall use
and disclose only as authorized by the Company or as he otherwise reasonably
determines to be in pursuance of the best interests and in compliance with the
internal procedures of the Company, all information of a competitively sensitive
or proprietary nature which he receives in connection with the transactions
contemplated hereby, as a holder of Class A Common Stock, or in any
representative capacity on behalf of the Company. Each Shareholder shall use his
best efforts to cause his attorneys, accountants, representatives and designees
to do likewise.
(b) These restrictions shall not be construed to apply to: (i)
information generally available to the public; (ii) information released by the
Company generally without restriction; (iii) information independently developed
or acquired by a Shareholder without reliance in any way on other protected
information of the Company; or (iv) information approved by the Company in
writing for unlimited use and disclosure by the Shareholders.
(c) Notwithstanding the foregoing restrictions, a Shareholder may use
and disclose any such information to the extent required by an order of any
court or other governmental authority, but only after the Company has been so
notified and has had the opportunity, if possible, to obtain reasonable
protection for such information in connection with its disclosure.
SECTION 5. MISCELLANEOUS.
5.1 EQUITABLE REMEDIES. The parties hereto declare that it is
impossible to measure in money the damages which may accrue to a party hereto or
to the estate or personal representative of a decedent, by reason of a failure
to perform any of the obligations of this Agreement. Therefore, if any party
hereto or the personal representative of a decedent shall
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institute any action or proceeding to enforce the provisions hereof, any other
party against whom such action or proceeding is brought shall have no right to
make the claim or defense therein, that such party or such personal
representative has an adequate remedy at law. The parties further agree that the
shares of Stock are unique chattels and that the equitable remedy of specific
performance shall be available to enforce the terms of this Agreement.
5.2 POST-TRANSFER RESTRICTIONS ON STOCK. From and after the date of the
sale or other transfer of any shares of Stock, including a transfer by operation
of law, the transferee Stockholders shall be subject to all of the limitations,
terms, conditions, and provisions of this Agreement as if they were original
parties.
5.3 NOTICES. Notices given hereunder shall be deemed to have been duly
given on the date of personal delivery or on the date of postmark if mailed by
certified or registered mailed by certified or registered mail, return receipt
requested, to the party being notified at his or its address specified on
Schedule II hereto or such other address as the addressee may subsequently
notify the other parties of in writing.
5.4 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof and
neither this Agreement nor any provision hereof may be waived, modified, amended
or terminated except by a written agreement signed by the parties hereto. Any
provision hereof may be waived, modified, amended or terminated by consent of
Shareholders holding not less than 80% of the Restricted Stock then outstanding.
5.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia without regard to otherwise
applicable principles of conflict of laws.
5.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and,
subject to the restrictions set forth in this Agreement, inure to the benefit of
the Shareholders and their permitted successors and assigns. This Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns.
5.7 WAIVERS. No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.
5.8 SEVERABILITY. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
effect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision weren't contained therein.
5.9 CAPTIONS. Captions are for convenience only and are not deemed to
be part of this Agreement.
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5.10 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 of the same instrument.
5.11 LIMITATION OF BENEFITS. It is the explicit intention of the
parties hereto that no person or entity other than the parties hereto is or
shall be entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants, undertakings and
agreements set forth in this Agreement shall be solely for the benefit of, and
shall be enforceable only by, the parties hereto or their respective successors,
heirs, executors, administrators, legal representatives and permitted assigns.
5.12 FURTHER ASSURANCES. Each individual Shareholder agrees to insert
in his will, or to execute a codicil thereto including, a direction to his
personal representative to fulfill and comply with the provisions hereof and to
sell and transfer his shares in accordance herewith, but failure to do so shall
not release the Restricted Stock owned by the decedent from the restriction of
this Agreement or the personal representative from being bound by and acting in
accordance with the terms thereof.
5.13 GENDER AND PLURALS. Where appropriate herein, the references to
the masculine gender shall include the feminine and neuter, the singular shall
include the plural and the plural shall include the singular, in each case as
the context may require.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
MAXXIS GROUP, INC.
By:/s/ Thomas O. Cordy
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Name: Thomas O. Cordy
Title: President and Chief Executive Officer
SHAREHOLDERS
KING DAVID TRUST
/s/ Alvin Curry
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Alvin Curry, Trustee
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/s/ Alvin Curry
--------------------------------------------
Alvin Curry
/s/ Cynthia Glover, Trustee
--------------------------------------------
Cynthia Glover, trustee, U/A Louise
Glover dated January 10, 1997
/s/ James W. Brown
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James W. Brown
/s/ Maxine Graves
--------------------------------------------
Maxine Graves, trustee, U/A Corrine
Woods dated January 20, 1997
/s/ Larry W. Gates
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Larry W. Gates
/s/ Victor B. Jemison
--------------------------------------------
Victor Jemison
/s/ Edward A. Kelly, trustee
--------------------------------------------
Edward A. Kelly, trustee, U/A Sara
K. Parlee dated April 19, 1995
/s/ Kim M. Jaggers
--------------------------------------------
Kim M. Jaggers, trustee, U/A Hortense
Kirkman Bey dated January 11, 1996
THE ANCHORA COMPANY
By: /s/ M. Catherine Bruce
--------------------------------------------
Title: Director
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/s/ Terrell Chambers
--------------------------------------------
Terrell Chambers
/s/ Jennifer A. Parks
--------------------------------------------
Jennifer A. Parks
/s/ John T. Petty, Jr.
--------------------------------------------
John T. Petty, Jr.
/s/ Paul Seagraves
--------------------------------------------
Paul Seagraves
/s/ Richard Willis, Jr.
--------------------------------------------
Richard Willis, Jr.
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SCHEDULE I TO SHAREHOLDERS' AGREEMENT
The following sets forth the number of shares of Class A Common Stock
held by each Shareholder:
Number of Shares
Name of Shareholder of Class A Common Stock
------------------- -----------------------
King David Trust 25,000,000
Alvin Curry 10,000,000
Cynthia Glover, trustee, U/A Louise
Glover dated January 10, 1997 10,000,000
James W. Brown 2,500,000
Maxine Graves, trustee, U/A Corrine
Woods dated January 20, 1997 2,500,000
Larry W. Gates 2,500,000
Victor Jemison 2,500,000
Edward A. Kelly, trustee, U/A Sara
K. Parlee dated April 19, 1995 2,500,000
Kim M. Jaggers, trustee, U/A Hortense
Kirkman Bey dated January 11, 1996 2,500,000
The Anchora Company 4,000,000
Terrell Chambers 1,500,000
Jennifer A. Parks 1,500,000
John T. Petty, Jr. 1,500,000
Paul Seagraves 1,500,000
Richard Willis, Jr. 1,500,000
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SCHEDULE II TO SHAREHOLDERS' AGREEMENT
Addresses for Notices
King David Trust
5231 E. Memorial Drive
#226
Stone Mountain, GA 30083
Alvin Curry
1861 Cedar Grove Road
Conley, GA 30027
Cynthia Glover, trustee,
U/A Louise Glover dated
January 10, 1997
7839 Taylor Circle
Riverdale, GA 30274
James W. Brown
60 View Point Drive
Dawsonville, GA 30534
Maxine Graves, trustee,
U/A Corrine Woods dated
January 20, 1997
1510 Indiana Street
Pine Bluff, AR 71601
Larry W. Gates, II
7911 S. Hosmer,
Suite D-133
Tacoma, WA 98408
Victor Jemison
1150 Rankin Street E-6
Stone Mountain, GA 30083
Edward A. Kelly, trustee,
U/A Sara K. Parlee
dated April 15, 1995
P.O. Box 1002
Pittsboro, NC 27312
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Kim M. Jaggers, trustee
U/A Hortense Kirkman Bey
dated January 11, 1996
49401 Pine Ridge Drive
Plymouth, MI 48170
Terrell Chambers
1521 NW 55th Street
Miami, FL 33142
Jennifer A. Parks
4673 Raiders Ridge Court
Lithonia, GA 30038
John T. Petty, Jr.
5400 E. Williams Boulevard
#14103
Tucson, AZ 85711
Paul D. Seagraves
1309 27th Street Court NW
Gig Harbor, WA 98335
Richard Willis, Jr.
2167 Bentcreek Way SW
Atlanta, GA 30311
The Anchora Company
c/o M. Catherine Bruce
Salem Management Company, Ltd.
Design House, Leeward Highway
P.O. Box 150, Providenciales
Turks & Caicos islands, B.W.I.