Exhibit 99.1
DESCRIPTION OF DIRECTORS, OFFICERS AND
PRINCIPAL STOCKHOLDERS AND RELATED MATTERS
Directors and Officers
The persons listed below are the current directors and officers of the
Registrant.
Name Age Director Since Position
- ------ ---- -------------- ---------
Robert Landau 28 1999 President and Director
David Roff 28 1999 Treasurer and Director
Brice Scheschuk 28 1999 Secretary and Director
Glen Akselrod 30 1999 Director
Robert Landau is a co-founder of Level Jump and has been President
since its inception in March 1999. Mr. Landau is a co-founder of
thestockpage.com and has been President since its inception in August 1997. Mr.
Landau designed the first thestockpage.com web site and was one of the pioneers
of on-line investment newsletters. He has significant experience in capital
markets, Internet marketing, investor relations and web site design. Mr. Landau
is responsible for strategic direction and overall management of Level Jump and
thestockpage.com. He is also actively involved in sales to investor relations
clients. Prior to founding Level Jump and thestockpage.com, Mr. Landau worked
for Watson Wyatt from February 1995 to February 1998. Watson Wyatt is an
actuarial consultant to some of the largest pension plans in Canada. He has a
Bachelor of Commerce - Actuarial Science and Finance degree from the University
of Toronto in Toronto, Ontario, Canada.
David Roff, CA is a co-founder of Level Jump and has been Vice President
Operations and Administration since its inception in March 1999. Mr. Roff is a
co-founder of thestockpage.com and has been Vice President since its inception
in August 1997. Mr. Roff designed the marketing campaigns that resulted in
member growth to over 30,000 members. He has significant experience in Internet
marketing, capital markets and financial management. Mr. Roff is responsible for
human resources, administration and internal operations at Level Jump and
thestockpage.com. He is a Canadian Chartered Accountant and previously worked
for Coopers & Lybrand (now PricewaterhouseCoopers) Consulting in Toronto from
May 1995 to March 1998 where he advised large financial institutions, investment
fund complexes and other organizations on technology and internal control
strategies. Mr. Roff has a Bachelor of Arts degree from the University of
Western Ontario in London, Ontario, Canada.
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Brice Scheschuk, CA is a co-founder of Level Jump and has been Vice President
Finance since its inception March 1999. Mr. Scheschuk joined thestockpage.com in
August 1998 as Vice President Finance. Mr. Scheschuk has significant experience
in areas that include corporate finance, financial accounting, internal control
and taxation. He is a Canadian Chartered Accountant and previously worked for
Coopers & Lybrand (now PricewaterhouseCoopers) Consulting from May 1994 to
August 1998 in Boston and Toronto where he advised large banks, broker/dealers
and investment fund complexes on business and operations strategy, risk
management, derivative products, internal control and compliance, technology and
business processes. Mr. Scheschuk has a Bachelor of Commerce First Class Honors
Finance degree from Dalhousie University in Halifax, Nova Scotia, Canada.
Glen Akselrod is a co-founder of Level Jump in March 1999 and is Vice President
in charge of thestockpage.com. Mr. Akselrod joined thestockpage.com in November
1998 as Vice President Investor Relations and oversaw the development and
co-branding of the revamped thestockpage.com web site, which was unveiled in
February 1999. Mr. Akselrod is responsible for investor relations at
thestockpage.com. Prior to joining thestockpage.com, he worked from October 1996
to October 1998 at Blair Insurance Company and from March 1995 to October 1996
at State Farm Insurance Company, two property and casualty insurers, as an
analyst. Mr. Akselrod has a Bachelor of Science - Actuarial Science and
Economics degree from the University of Toronto in Toronto, Ontario, Canada.
Management Employment Agreements and Compensation
On May 1, 1999, Level Jump and thestockpage.com signed written
employment agreements with Robert Landau and David Roff. Mr. Landau acts as the
president of the two companies and is compensated at an annual rate of $330,000.
Mr. Roff acts as the Vice President Operations and Administration and is
compensated at an annual rate of $256,000. Currently, each of these executives
has agreed to reduce their salaries to $60,000 under these agreements until the
time that Level Jump and thestockpage.com are funded in a manner to implement
the initial phases of their business plan
Each of the employment agreements provides for a five-year employment
term. Each executive will be paid the annual salary indicated and will receive
various benefits including four weeks paid vacation, medical, dental and
disability insurance and reimbursement for the premiums of term life insurance
in the face amount of $1,000,000. Each of the executives may engage in other
businesses, either individually or through partnerships or corporations in which
they have an interest, hold an office or serve on boards of directors. Certain
conflicts of interest may arise between the company and the executives. The
agreements may be terminated by the company or executives at any time, or upon a
showing of cause by the company or upon good reason by the executive. If
terminated by the company without reason, the company will pay the salary amount
for the full term of the agreement, otherwise if for cause by the company or
good reason by executives he will be paid one year's salary. Upon death or
disability, the executives will not be paid anything after the date of
termination. The executives are not subject to any non-competition or
non-disclosure obligations.
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Stock Options
The 1999 Performance Equity Plan of Level Jump will be adopted by the
Registrant. The amounts set forth below have been adjusted to reflect the
adoption of the plan. Currently the plan provides for 2,750,000 shares of Common
Stock to be reserved for issuance upon incentive or non-qualified stock options,
stock appreciation rights, restricted stock awards, deferred stock and other
stock based awards. Awards may be made to officers, directors, key employees and
consultants. The plan will terminate at such time as no further awards may be
granted and awards granted are no longer outstanding, provided incentive options
may only be granted until April 30, 2009. The plan is administered by the board
of directors. The board of directors, to the extent permitted by the provisions
of the plan, has the authority to determine the selection of participants,
allotment of shares, price, and other conditions of purchase of awards and
administration of the plan in order to attract and retain persons instrumental
to the success of the company.
Level Jump has granted stock options under the plan to its executive
officers as follows:
Name Number of Stock Vesting Date Expiration Exercise
Options Date Price
Robert Landau 123,750 May 1, 1999 April 30, 2004 $1.00
123,750 May 1, 2000 April 30, 2005 $1.25
123,750 May 1, 2001 April 30, 2006 $1.50
123,750 May 1, 2002 April 30, 2007 $1.75
123,750 May 1, 2003 April 30, 2008 $2.00
David Roff 82,500 May 1, 1999 April 30, 2004 $1.00
82,500 May 1, 2000 April 30, 2005 $1.25
82,500 May 1, 2001 April 30, 2006 $1.50
82,500 May 1, 2002 April 30, 2007 $1.75
82,750 May 1, 2003 April 30, 2008 $2.00
Brice Scheschuk 34,375 May 1, 1999 April 30, 2004 $1.00
34,375 May 1, 2000 April 30, 2005 $1.25
34,375 May 1, 2001 April 30, 2006 $1.50
34,375 May 1, 2002 April 30, 2007 $1.75
34,375 May 1, 2003 April 30, 2008 $2.00
Glen Akselrod 34,375 May 1, 1999 April 30, 2004 $1.00
34,375 May 1, 2000 April 30, 2005 $1.25
34,375 May 1, 2001 April 30, 2006 $1.50
34,375 May 1, 2002 April 30, 2007 $1.75
34,375 May 1, 2003 April 30, 2008 $2.00
Total 1,375,000
The other plans of the Company have been or will be terminated.
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Remuneration of the Board of Directors
Directors who are not employees currently do not receive any
compensation for their duties as directors. All directors are reimbursed for any
actual expense incurred in attending meetings of the board of directors.
Keyman Life Insurance
Level Jump does not presently own life insurance covering the death of
any officer, director or key employee.
Voting Agreements related to Registrant Common Stock
ZDG Holdings Inc., a corporation wholly owned by Marnie Miller, the
spouse of Robert Landau, and of which Mr. Robert Landau is the sole director and
president, entered into a Voting Agreement with each of Brice Scheschuk and Glen
Akselrod relating to 504,000 shares of Common Stock of the Registrant. These
agreements give ZDG the right to vote all the shares of Common Stock and any
other securities issued by right of the Common Stock on all matters that may be
presented to the voting securities holders of the Registrant, as it decides in
its sole discretion. The term of these Voting Agreements ends on October 26,
2004.
David Roff entered into a Voting Agreement with each of Brice Scheschuk
and Glen Akselrod relating to 336,000 shares of Common Stock of the Registrant.
These agreements give Mr. Roff the right to vote all the shares of Common Stock
and any other securities issued by right of the Common Stock on all matters that
may be presented to the voting securities holders of the Registrant, as he
decides in his sole discretion. The term of these Voting Agreements ends on
October 26, 2004.
Inter-Stockholder Option Agreements
ZDG Holdings Inc., a corporation wholly owned by Marnie Miller, the
spouse of Robert Landau, and of which Robert Landau is the sole director and
president, entered into an Option Agreement with each of Brice Scheschuk and
Glen Akselrod. Under these agreements, ZDG has the right to acquire at any time,
in whole or in part, up to an aggregate of 504,000 shares of Common Stock of the
Registrant. The option may be exercised for $0.25 per share, until October 26,
2004.
David Landau entered into an Option Agreement with each of Brice
Scheschuk and Glen Akselrod. Under these agreements, Mr. Roff has the right to
acquire at any time, in whole or in part, up to an aggregate of 336,000 shares
of Common Stock of the Registrant. The option may be exercised for $0.25 per
share, until October 26, 2004.
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CERTAIN TRANSACTIONS
On June 1, 1999, Level Jump acquired all the issued and outstanding
common shares of thestockpage.com.
Transaction Mechanics
The acquisition comprised the following elements:
o The articles of incorporation of thestockpage.com were amended to create a
class of non-voting Exchangeable Shares without nominal or par value,
o Level Jump amended its charter to create two classes of Preferred Stock,
Class A Preferred Stock and Class B Preferred Stock, and thestockpage.com
subscribed for and was issued one share of each such class,
o thestockpage.com purchased from Messrs. Landau and Roff, the two previous
common shareholders of thestockpage.com, for cancellation all the issued
and outstanding common shares of thestockpage.com for consideration
consisting of 9,300,000 shares of Exchangeable Stock and the two shares of
Level Jump Preferred Stock referred to in b) above.
o Level Jump subscribed for and was issued 100 common shares of
thestockpage.com,
o Each of Messrs. Landau and Roff entered into a Voting and Exchange
Agreement with Level Jump and thestockpage.com, and
o Level Jump and thestockpage.com entered into a Support Agreement.
On October 14, 1999, Messrs. Landau and Roff agreed to modify the terms
of the Exchangeable Shares of thestockpage.com to reduce the number of
outstanding shares from 9,300,000 to 4,300,000 and modify the corresponding
agreements. In exchange for the modification, Messrs. Landau and Roff were
issued an aggregate of 5,000,000 shares a new class of Preference Shares, no par
value, of thestockpage.com ("Preference Shares").
Description of Securities of Level Jump Preferred Shares and thestockpage.com,
Exchangeable Shares
Voting Rights of Exchangeable Shares and Level Jump Preferred Stock
Holders of Exchangeable Shares will generally not be permitted to vote
at meetings of the shareholders of thestockpage.com (except, where required by
law, as a separate class). Level Jump will be the only voting shareholder of
thestockpage.com.
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Each share of the Class A Preferred Stock and Class B Preferred Stock
of Level Jump (the " Special Voting Shares" ) will in the aggregate carry the
number of votes, exercisable at any meeting at which Level Jump stockholders are
entitled to vote or in a consent action, the number of votes equal to the number
of outstanding Exchangeable Shares not owned by Level Jump or its subsidiaries
and affiliates Except as to matters on which applicable law or Articles of
Incorporation require a separate vote, the Special Voting Shares will vote with
the Common Stock as a single class.
Level Jump will send to the holders of Special Voting Shares the notice
of each meeting at which Level Jump stockholders are entitled to vote, together
with the related meeting materials, at the same time as Level Jump sends such
notice and materials to the Level Jump stockholders. Level Jump will also send
to the holders of Special Voting Shares copies of all information statements,
interim and annual financial statements, reports and other materials sent by
Level Jump to the Level Jump stockholders at the same time as such materials are
sent to the Level Jump stockholders.
All rights of a holder of Special Voting Shares to exercise votes
attached to the Special Voting Shares will cease upon the exchange, redemption
or other cancellation of Exchangeable Shares for shares of Common Stock.
Dividend Rights of the Exchangeable Shares
Under the share provisions of the Exchangeable Shares, holders of
Exchangeable Shares will be entitled to receive dividends which are intended, so
far as possible, to be functionally and economically equivalent to those
declared on Level Jump shares of Common Stock. The record date for the
determination of the holders of Exchangeable Shares entitled to receive payment
of, and the payment date for, any dividend declared on Exchangeable Shares shall
be the same dates as the record date and payment date, respectively, for the
corresponding dividend on Level Jump shares of Common Stock.
Retraction Rights of the Exchangeable Shares
Pursuant to the share provisions of the Exchangeable Shares, subject to
applicable law and an overriding retraction call right of Level Jump described
below, holders of Exchangeable Shares shall be entitled at any time to require
thestockpage.com to retract any or all such Exchangeable Shares and to receive,
for each Exchangeable Share, an amount equal to the market price of a share of
Level Jump Common Stock, plus an additional amount equal to declared and unpaid
dividends which shall be satisfied by Level Jump causing to be delivered to such
holder one share of Level Jump Common Stock for each such Exchangeable Share and
paying to such holder the amount in respect of declared and unpaid dividends.
Upon receipt of a retraction request, the stockpage.com shall
immediately notify Level Jump of such request. Level Jump shall thereafter have
two business days in which to notify thestockpage.com that it intends to
exercise its overriding retraction call right to purchase all, but not less than
all, of the Exchangeable Shares submitted by the holder thereof for retraction.
The purchase price for each such Exchangeable Share purchased by Level Jump
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shall be an amount equal to the market price of a share of Common Stock, plus an
additional amount equal to declared and unpaid dividends, and shall be satisfied
by Level Jump causing to be delivered to such holder one share of Level Jump
Common Stock for each such Exchangeable Share and paying to such holder the
amount in respect of the declared and unpaid dividends.
Liquidation Exchange Rights related to the Exchangeable Shares
Pursuant to each Voting and Exchange Agreement, upon the occurrence and
during the continuance of an Insolvency Event, with respect to thestockpage.com,
a holder of Exchangeable Shares may require Level Jump to purchase any or all of
the Exchangeable Shares held by the holder. Insolvency Event is defined to
include (i) any insolvency or bankruptcy proceeding instituted by or against
thestockpage.com, including any such proceeding under the Companies Creditors
Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), (ii)
the admission in writing by the stockpage.com of its inability to pay its debts
generally as they become due and (iii) the inability of thestockpage.com, as a
result of solvency requirements of applicable law, to redeem any Exchangeable
Shares tendered for retraction. Immediately upon the occurrence of an Insolvency
Event or any event which may, with the passage of time or the giving of notice,
become an Insolvency Event, thestockpage.com and/or Level Jump will give written
notice thereof to the holders of Exchangeable Shares.
Level Jump is granted the overriding right, in the event of and
notwithstanding the proposed voluntary or involuntary liquidation, dissolution
or winding-up of thestockpage.com, to purchase all, but not less than all, of
the Exchangeable Shares then outstanding and, upon the exercise by Level Jump of
such right, the holders of Exchangeable Shares will be obligated to sell such
shares to Level Jump The purchase by Level Jump of all the outstanding
Exchangeable Shares upon the exercise of such right will occur on the effective
time of the voluntary or involuntary liquidation, dissolution or winding-up of
thestockpage.com. The purchase price payable by Level Jump for each Exchangeable
Share will be equal to the market price of a share of Level Jump common stock as
of the last business day immediately prior to the effective time of such
voluntary or involuntary liquidation, dissolution or winding up of
thestockpage.com plus an additional amount equal to declared and unpaid
dividends and shall be satisfied by Level Jump causing to be delivered to such
holder one share of Level Jump Common Stock for each such Exchangeable Share and
paying to such holder the amount in respect of declared and unpaid dividends.
If, as a result of solvency provisions of applicable law,
thestockpage.com is unable to redeem all Exchangeable Shares specified in a
retraction request and provided that Level Jump has not exercised its retraction
call right with respect to such shares and the holder of Exchangeable Shares has
not revoked the retraction request, the holder will be deemed to have exercised
his right to require Level Jump to purchase the Exchangeable Shares and Level
Jump will be required to purchase such shares from the holder in the manner set
forth above.
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Automatic Exchange Rights in the Event of the Insolvency of Level Jump Related
to the Exchangeable Shares
Under each Voting and Exchange Agreement, in the event of the voluntary
or involuntary liquidation, dissolution or winding-up of Level Jump, Level Jump
will be required to purchase each outstanding Exchangeable Share for a purchase
price equal to the market price of a share of Level Jump Common Stock as of the
last business day immediately prior to the effectiveness of such voluntary or
involuntary liquidation, dissolution or winding up of Level Jump, plus an
additional amount equal to declared and unpaid dividends, which shall be
satisfied by Level Jump causing to be delivered to such holder one share of
Level Jump Common Stock for each such Exchangeable Share and paying to such
holder the amount in respect of declared and unpaid dividends.
Certain Restrictions of the Exchangeable Shares
While any of the Exchangeable Shares are outstanding, and dividends
thereon resulting from distribution by Level Jump are unpaid, thestockpage.com
cannot, without the approval of the holders of two-thirds of the Exchangeable
Shares obtained under Ontario Law, take any of the following actions:
o pay dividends on the common stock or other junior ranking shares,
redeem, retract or purchase or make a capital distribution on the
common stock or other junior ranking shares,
o redeem or purchase any other shares of thestockpage.com ranking equally
with or junior to the Exchangeable Shares with respect to the payment
of dividends, or
o issue any Exchangeable Shares or other equally ranking shares, other
than as required upon a dividend or distribution by Level Jump.
Anti-dilution Rights of the Exchangeable Shares
The Exchangeable Shares are subject to adjustment as to number based
upon changes in the capitalization of Level Jump, in the event of stock
dividends or split-ups and are exchangeable into any securities into which the
Common Stock of Level Jump is converted in connection with any merger or
combination. In addition the Exchangeable Shares are entitled to receive the
cash equivalent of any property distributed on the Common Stock of Level Jump or
securities distributed in respect of the Common Stock of Level Jump.
Support Agreement Related to the Exchangeable Shares
Level Jump and thestockpage.com have entered into a Support Agreement.
The Support Agreement provides that no dividends will be declared or paid on the
Level Jump Common Stock unless thestockpage.com simultaneously declares and pays
an economically equivalent dividend (after appropriate adjustments for currency
translations) on the Exchangeable Shares. The Support Agreement also provides
that Level Jump will do all things necessary to ensure that thestockpage.com
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will be able to make all payments on the Exchangeable Shares required in the
event of the liquidation, dissolution or winding-up of thestockpage.com or the
retraction of Exchangeable Shares by a holder.
The Support Agreement also provides that, without the prior approval of
thestockpage.com and the holders of the Exchangeable Shares, Level Jump will not
distribute additional Level Jump Common Stock or rights to subscribe therefor or
other assets or evidences of indebtedness to all or substantially all holders of
Level Jump common stock nor change the Level Jump Common Stock nor effect any
reorganization or other transaction affecting the Level Jump Common Stock,
unless the same or an economically equivalent distribution on, or change to, the
Exchangeable Shares (or in the rights of the holders thereof) is made
simultaneously.
The Support Agreement also provides that so long as there remain
outstanding any Exchangeable Shares not owned by Level Jump or any of its
affiliates, Level Jump will be and remain the direct or indirect beneficial
owner of all outstanding shares of thestockpage.com other than the Exchangeable
Shares.
With the exception of administrative changes for the purposes of adding
covenants for the protection of the holder of the Exchangeable Shares, making
certain necessary amendments or curing ambiguities or clerical errors (in each
case provided that the board of directors of each of Level Jump and
thestockpage.com is of the opinion that such amendments are not prejudicial to
the interests of the holders of the Exchangeable Shares), the Support Agreement
may not be amended without the approval of the holders of the Exchangeable
Shares.
Level Jump has agreed that it will not, and it will cause its
subsidiaries and affiliates not to, exercise any voting rights attached to
Exchangeable Shares owned by it or any of its subsidiaries or affiliates on any
matter considered at meetings of holders of Exchangeable Shares (including any
approval sought from such holders in respect of matters arising under the
Support Agreement).
Voting and Exchange Agreements Relating to the Exchangeable Shares
Level Jump and thestockpage.com have entered into a Voting and Exchange
Agreement with each of Robert Landau and David Roff, pursuant to which each of
Mr. Landau and Mr. Roff will be granted (i) voting rights with respect to
matters presented to stockholders and (ii) rights relating to the exchange of
Exchangeable Shares for shares of Common Stock.
Preference Shares
The Preference Shares of thestockpage.com include 5,000,000 issued and
outstanding shares. These shares do not have any voting rights except as
required by law, but they are entitled to receive notice of all meetings of the
stockholders of thestockpage.com called to approve a termination of the company
or sale of substantially all the assets. The Preference Shares are entitled to
receive dividends, subject to the prior rights of the Exchangeable Shares, at
the non-cumulative rate of 12% per annum of the redemption amount, currently
CD$.265 per share ("Redemption Amount"), when and as declared by the board of
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directors. The Preference Shares are subject to redemption by thestockpage.com,
in whole or in part upon payment of the Redemption Amount and declared but
unpaid dividends. In the event of a liquidation, dissolution or winding-up of
thestockpage.com, subject to the rights of higher ranking shares, the Preference
Shares are entitled to payment of the Redemption Amount prior to any payment in
respect of junior ranking securities. Each holder of the Preference Shares has
the right, at any time, in whole or in part, to have thestockpage.com redeem
them at the Redemption Price.
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS
The following table sets forth, the name, number of shares beneficially
owned, and the percentage of the Registrant's total outstanding Common Stock
owned by (i) each of the officers and directors of the Registrant after the
Exchange Transaction, (ii) the officers and directors as a group after the
Exchange Transaction, and (iii) each person known to be the beneficial owner of
more than 5% of the total outstanding shares of Common Stock. The number of
shares and percentages in the table are calculated as if the 1999 Performance
Equity Plan of Level Jump has been assumed by the Registrant and represents
2,750,000 shares of Common Stock of the Registrant. It also assumes that the
Registrant has assumed the obligations of Level Jump under the Series A
Preferred Stock and Series B Preferred Stock and Voting and Exchange Agreements,
Support Agreements and Section 85(1) Rollover Agreements relating to such
preferred stock which will obligate it to issue an aggregate of 5,912,500 shares
of Common Stock in the future.
Name Number of Shares Percentage
- ---- ---------------- ----------
ZDG Holdings Inc. (1) 7,059,573 61.2
David Roff (2) 4,712,000 45.7
Brice Scheschuk (3) 825,000 10.5
Glen Akselrod (4) 825,000 10.5
All officer and directors (5) 12,581,573 89.5
(1) Includes 3,547,500 shares which may be issued upon exercise of the
retraction rights of thestockpage.com Exchangeable Shares. Includes
252,000 shares subject to a voting agreement and an option agreement
with Mr. Brice Scheschuk and 252,000 shares subject to a voting
agreement and an option agreement with Mr. Glen Akselrod. Includes
780,573 shares owned by Mr. Landau and 123,750 shares subject to
currently exercisable options issued to Mr. Robert Landau under the
1999 Performance Equity Plan of Level Jump and excludes 495,000 shares
subject to options issued to Mr. Robert Landau under the plan which
vest in the future. ZDG Holdings Inc. is a corporation wholly owned by
the spouse of Mr. Landau, Ms. Marnie Miller. Mr. Landau is the sole
director and president of ZDG Holdings Inc. If the assumptions for this
table are not considered, ZDG has the authority to vote 2,607,750
shares and dispose of 2,103,750 shares and Mr. Landau has the authority
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to vote and dispose of 780,573 shares representing an aggregate voting
authority over 3,388,323 shares or 43.1% and an aggregate dispositive
authority over 2,884,323 shares.
(2) Includes 2,365,000 shares which may be issued upon exercise of the
retraction rights of thestockpage.com Exchangeable Shares. Includes
168,000 shares subject to a voting agreement and an option agreement
with Mr. Brice Scheschuk and 168,000 shares subject to a voting
agreement and an option agreement with Mr. Glen Akselrod. Includes
82,500 shares subject to currently exercisable options under the 1999
Performance Equity Plan of Level Jump and excludes 330,000 shares
subject to options under the plan which vest in the future. If the
assumptions for this table are not considered, Mr. Roff has the
authority to vote an aggregate of 2,264,500 shares or 28.9% and dispose
of an aggregate of 1,928,500 shares.
(3) Includes the 420,000 shares subject to voting agreements and option
agreements with ZDG Holdings Inc. and Mr. David Roff. Includes 34,375
shares subject to currently exercisable options under the 1999
Performance Equity Plan of Level Jump and excludes 137,500 shares
subject to options under the plan which vest in the future. If the
assumptions for this table are not considered, Mr. Scheschuk has the
authority to vote an aggregate of 370,625 shares or 4.7 % and dispose
of an aggregate of 790,625 shares.
(4) Includes 420,000 shares subject to voting agreements and option
agreements with ZDG Holdings Inc. and Mr. David Roff. Includes 34,375
shares subject to currently exercisable options under the 1999
Performance Equity Plan of Level Jump and excludes 137,500 shares
subject to options under the plan which vest in the future. If the
assumptions for this table are not considered, Mr. Akselrod has the
authority to vote an aggregate of 370,625 shares or 4.7% and dispose
of an aggregate of 790.625 shares.
(5) Includes 275,000 shares subject to currently exercisable options under
the 1999 Performance Equity Plan of Level Jump and excludes 1,100,000
shares subject to options under the plan which vest in the future. If
the assumptions for this table are not considered, all the directors
and officers have the authority to vote 6,394,073 shares or 81.3%.
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