<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
eCollege.com
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
27887E 10
--------------------------------------------------------------------------------
(CUSIP Number)
Scott T. Stevens
200 West Madison Street
Suite 2500
Chicago, Illinois 60606
(312) 750-8444
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 9 Pages
<PAGE> 2
CUSIP NO. 27887E 10 13D PAGE 2 OF 9 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
R. A. Investment Group
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
943,556
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
943,556
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
943,556
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
<PAGE> 3
CUSIP NO. 27887E 10 13D PAGE 3 OF 9 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Nicholas J. Pritzker, as trustee of Donrose Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
42,889
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
42,889
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,889
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
<PAGE> 4
CUSIP NO. 27887E 10 13D PAGE 4 OF 9 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Marshall E. Eisenberg, as trustee of JBR Trust #4
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
42,889
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
42,889
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,889
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 27887E 10 13D PAGE 5 OF 9 PAGES
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Simon Zunamon, as trustee of T&M Childrens Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
42,889
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
42,889
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,889
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
<PAGE> 6
Item 1 Security and Issuer
Title of Class of Securities: Common Stock, $.01 par value per share
(the "Common Stock")
Name and Address of Issuer: eCollege.com (the "Issuer")
10200 A East Girard Avenue
Denver, Colorado 80231
Item 2 Identity and Background
This statement is being filed to reflect the beneficial ownership by
each of the persons described below (each, a "Reporting Person") of shares of
Common Stock. Due to the nature of their relationship to one another, the
Reporting Persons may be deemed to constitute a "group" within meaning of
Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the
"Act").
R.A. Investment Group (the "Partnership"). The Partnership is an
Illinois general partnership, the principal business of which is investing in
equity securities. The business address of the Partnership is 200 West Madison
Street, Suite 2500, Chicago, Illinois 60606. The general partners of the
Partnership are eleven trusts for the benefit of various members of the Pritzker
family. "Pritzker Family" refers to the lineal descendants of Nicholas J.
Pritzker, deceased. All of such trusts are organized under the laws of the State
of Illinois and each of their business addresses is 200 West Madison Street,
Suite 2500, Chicago, Illinois 60606. The co-trustees of ten of such trusts are
Marshall E. Eisenberg and Thomas J. Pritzker. The co-trustees of the other trust
are Marshall E. Eisenberg and Nicholas J. Pritzker.
Nicholas J. Pritzker, as trustee of Donrose Trust (the "Donrose
Trust"). The Donrose Trust is organized under the laws of the State of Illinois
and its business address is 200 West Madison Street, Suite 2500, Chicago,
Illinois 60606.
Marshall E. Eisenberg, as trustee of JBR Trust #4(the "JBR Trust"). The
JBR Trust is organized under the laws of the State of Illinois and its business
address is 200 West Madison Street, Suite 2500, Chicago, Illinois 60606.
Simon Zunamon, as trustee of T&M Childrens Trust (the "T&M Trust"). The
T&M Trust is organized under the laws of the State of Illinois and its business
address is 200 West Madison Street, Suite 2500, Chicago, Illinois 60606.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding or has been a party to a civil proceeding or
a judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws on finding any violation with respect to
such laws.
Item 3 Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the shares of Common Stock
beneficially owned by the Partnership was $3,707,002. The source of such funds
was the working capital of the Partnership.
The aggregate purchase price for the shares of Common Stock
beneficially owned by the Donrose Trust was $168,500.50. The Donrose Trust used
trust assets to purchase such shares.
Page 6 of 9 Pages
<PAGE> 7
The aggregate purchase price for the shares of Common Stock
beneficially owned by the JBR Trust was $168,500.50. The JBR Trust used trust
assets to purchase such shares.
The aggregate purchase price for the shares of Common Stock
beneficially owned by the T&M Trust was $168,500.50. The T&M Trust used trust
assets to purchase such shares.
Item 4 Purpose of Transaction.
The shares of Common Stock referred to in Item 3, above (the "Shares"),
were acquired by the Reporting Persons for investment purposes. The Reporting
Persons have no present intention to purchase any additional shares of Common
Stock; however, depending on market conditions and other relevant factors, one
or more of them may purchase additional shares of Common Stock on such terms and
at such times as such party considers desirable. Any Reporting Person may
determine to continue to hold the Shares beneficially owned by it or him or may
dispose of all or a portion of such Shares.
Except as described above, the Reporting Persons currently have no
plans or proposals which relate to or would result in any of the actions listed
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5 Interest in Securities of the Issuer.
(a) Aggregate Number/Percentage of Common Stock Beneficially Owned:
the Partnership: 943,556/ 6.1%
the Donrose Trust: 42,889/ 0.3%
the JBR Trust: 42,889/ 0.3%
the T&M Trust: 42,889/ 0.3%
The ownership percentages set forth above are based upon 15,476,371
shares of Common Stock issued and outstanding as of May 8, 2000, as disclosed in
the Issuer's Quarterly Report on Form 10-Q, dated May 15, 2000.
The aggregate number of shares of Common Stock reported as beneficially
owned by the Partnership does not include 265,213 shares of Common Stock owned
by the Partnership, as to which New World Equities, Inc., a Delaware corporation
("NWE"), has sole voting and dispositive power pursuant to a nominee agreement.
The aggregate number of shares of Common Stock reported as beneficially
owned by the Donrose Trust does not include 12,055 shares of Common Stock owned
by the Donrose Trust, as to which NWE has sole voting and dispositive power
pursuant to a nominee agreement.
The aggregate number of shares of Common Stock reported as beneficially
owned by the JBR Trust does not include 12,055 shares of Common Stock owned by
the JBR Trust, as to which NWE has sole voting and dispositive power pursuant to
a nominee agreement.
The aggregate number of shares of Common Stock reported as beneficially
owned by the T&M Trust does not include 12,055 shares of Common Stock owned by
the T&M Trust, as to which NWE has sole voting and dispositive power pursuant to
a nominee agreement.
Page 7 of 9 Pages
<PAGE> 8
The aggregate number of shares of Common Stock reported as beneficially
owned by each of the Reporting Persons does not include any other shares of
Common Stock beneficially owned by NWE. Each Reporting Person expressly
disclaims beneficial ownership of any other shares of Common Stock now or
hereafter owned by NWE or its stockholders.
(b) Each Reporting Person has sole voting and dispositive power with
respect to all of the Shares reported as beneficially owned by it or him.
(c) The Partnership purchased (i) 308,000 shares of Common Stock in
June 2000 for an aggregate purchase price of $847,000 and (ii) 635,556 shares of
Common Stock on July 31, 2000 for an aggregate purchase price of $2,860,002. The
Donrose Trust purchased (i) 14,000 shares of Common Stock in June 2000 for an
aggregate purchase price of $38,500 and (ii) 28,889 shares of Common Stock on
July 31, 2000 for an aggregate purchase price of $130,000.50. The JBR Trust
purchased (i) 14,000 shares of Common Stock in June 2000 for an aggregate
purchase price of $38,500 and (ii) 28,889 shares of Common Stock on July 31,
2000 for an aggregate purchase price of $130,000.50. The T&M Trust purchased (i)
14,000 shares of Common Stock in June 2000 for an aggregate purchase price of
$38,500 and (ii) 28,889 shares of Common Stock on July 31, 2000 for an aggregate
purchase price of $130,000.50.
(d) None.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
See Item 5(a) for information regarding certain nominee agreements
entered into between each Reporting Person and NWE.
Item 7 Material to Be Filed as Exhibits.
Exhibit A - Agreement to File Schedule 13D pursuant to Rule 13d-1(k)
promulgated under the Act.
Exhibit B - Nominee Agreement, between the Partnership and NWE.
Exhibit C - Nominee Agreement, between the Donrose Trust and NWE.
Exhibit D - Nominee Agreement, between the JBR Trust and NWE.
Exhibit E - Nominee Agreement, between the T&M Trust and NWE.
Page 8 of 9 Pages
<PAGE> 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 10, 2000
R.A. Investment Group
By: R.A. Trust #25,
as its general partner
By: /s/ Marshall E. Eisenberg
-----------------------------
Marshall E. Eisenberg,
as co-trustee
/s/ Nicholas J. Pritzker
-------------------------------------
Nicholas J. Pritzker,
as trustee of Donrose Trust
/s/ Marshall E. Eisenberg
-------------------------------------
Marshall E. Eisenberg,
as trustee of JBR Trust #4
/s/ Simon Zunamon
-------------------------------------
Simon Zunamon,
as trustee of T&M Childrens Trust
Page 9 of 9 Pages
<PAGE> 10
EXHIBIT A
AGREEMENT TO FILE SCHEDULE 13D
THIS AGREEMENT (this "Agreement") is made and entered into as of the
9th day of August, 2000 by and among the undersigned parties (the "Beneficial
Owners").
W I T N E S S E T H:
WHEREAS, the Beneficial Owners have each acquired beneficial ownership
of shares of common stock, par value $.01 per share (the "Common Stock"), of
eCollege.com (the "Company");
WHEREAS, due to the nature of their relationship to one another, the
Beneficial Owners may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) under the Securities Exchange Act of 1934, as amended (the
"Act"); and
WHEREAS, the Beneficial Owners desire to jointly file a Schedule 13D
with the Securities and Exchange Commission (the "Commission") to satisfy their
obligations pursuant to Section 13(d) of the Act and the regulations promulgated
thereunder.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
covenants herein contained and of other good and valuable consideration, the
receipt, adequacy and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Each of the parties hereto shall jointly file, or cause to be filed,
with the Commission a Schedule 13D with respect to their investments in the
Company in order to satisfy their obligations under Section 13(d) of the Act and
the regulations promulgated thereunder.
2. Each of the parties hereto shall jointly file, or cause to be filed,
any and all subsequent amendments to the Schedule 13D, including, if permitted,
the filing of a Schedule 13G, which may hereafter be required to be filed by the
Beneficial Owners with respect to their investments in the Company in order to
satisfy their obligations under Section 13(d) of the Act and the regulations
promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
R.A. Investment Group
By: R.A. Trust #25,
as its general partner
By: /s/ Marshall E. Eisenberg
-----------------------------
Marshall E. Eisenberg,
as co-trustee
/s/ Nicholas J. Pritzker
-------------------------------------
Nicholas J. Pritzker,
as trustee of Donrose Trust
/s/ Marshall E. Eisenberg
-------------------------------------
Marshall E. Eisenberg,
as trustee of JBR Trust #4
/s/ Simon Zunamon
-------------------------------------
Simon Zunamon,
as trustee of T&M Childrens Trust
<PAGE> 11
EXHIBIT B
NOMINEE AGREEMENT
THIS NOMINEE AGREEMENT is made and entered into as of the 21st day of
December, 1998, by and between NEW WORLD EQUITIES, INC., a Delaware corporation
("NOMINEE"), and R.A. INVESTMENT GROUP, an Illinois general partnership
("OWNER").
W I T N E S S E T H:
WHEREAS, Nominee entered into that certain Share Purchase Agreement,
dated as of December 21, 1998, by and among Real Education, Inc., a Colorado
corporation (the "COMPANY"), Nominee and the other purchasers set forth on the
Schedule of Purchasers attached thereto (the "SHARE PURCHASE AGREEMENT");
WHEREAS, pursuant to the Share Purchase Agreement, Nominee agreed to
purchase preferred stock of the Company as specified therein (the "SECURITIES"),
on the terms and subject to the conditions specified therein;
WHEREAS, Nominee entered into the Share Purchase Agreement for the
purpose of purchasing 56,831.28 shares of Series C preferred stock of the
Company (collectively, "OWNER'S SECURITIES") as nominee for, and on behalf of,
Owner upon the terms and subject to the conditions set forth herein;
WHEREAS, Owner has remitted to Nominee the purchase price paid by
Nominee to the Company as consideration for the Company's sale of the Owner's
Securities to Nominee; and
WHEREAS, in furtherance of the foregoing, Owner desires that Nominee
hold legal title to Owner's Securities for and on behalf of Owner, and Nominee
is willing to hold legal title thereto for and on behalf of Owner, on the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Nomineeship. Nominee agrees to hold legal title to Owner's
Securities and to be the owner of record of Owner's Securities solely on behalf
and for the benefit of Owner. Nominee and Owner agree to execute such documents
and instruments and to take such other action as may be necessary from time to
time to vest in Nominee legal title to Owner's Securities.
2. Custodian Agreements. At the direction of Owner, Nominee shall enter
into custodian agreements (the "CUSTODIAN AGREEMENTS") with one or more
custodians selected by Owner to provide for the physical safekeeping of Owner's
Securities and Nominee shall deposit with any such custodian all or part of
Owner's Securities as directed by Owner. Nominee shall terminate any Custodian
Agreement or take any other action with respect thereto as directed by Owner
from time to time.
3. Additions and Substitutions to Owner's Securities. Any interest,
dividends or distributions in the form of cash or cash equivalents at any time
received or receivable by Nominee in respect of or in exchange for any or all of
Owner's Securities shall be distributed to Owner as soon as practicable. Any
interest, dividends or distributions in the form of securities or any other
property (other than cash or cash equivalents) shall be added to Owner's
Securities and shall be held by Nominee solely for the benefit of Owner pursuant
to this Agreement. Nominee and Owner acknowledge that all or a portion of
Owner's Securities may be converted into or exchanged for other securities of
the Company pursuant to the Share Purchase Agreement.
4. Records. Nominee shall keep accurate records with respect to Owner's
Securities held by Nominee hereunder, which records shall be open at all
reasonable times to the inspection of Owner or its authorized agents. Nominee
shall promptly forward to Owner copies of all reports, notices or other
communications of any kind whatsoever received by Nominee with respect to
Owner's Securities.
1
<PAGE> 12
5. Voting. Nominee shall have sole discretion to vote any Securities
which are held by Nominee hereunder. Nominee shall have no obligation to send to
Owner copies of any proxies received by Nominee with respect to any such
Securities.
6. Dispositions. Nominee shall have sole discretion to sell, transfer
or otherwise dispose of all or any other part of Owner's Securities or take any
other action with respect thereto; provided, however, Owner shall be entitled to
all proceeds (net of transaction costs) from any such disposition.
7. Compensation. For its services as Nominee hereunder, Nominee shall
receive an annual fee of $500 payable in advance. The first annual fee shall be
due within 120 days after the date hereof and subsequent annual fees shall be
due on or prior to each anniversary date of this Agreement.
8. Expenses. Owner agrees to promptly reimburse Nominee for all
out-of-pocket expenses incurred by Nominee in the performance of its duties
hereunder upon receipt of appropriate verification of payment.
9. Limitation of Liability. Nominee shall not be liable for any actions
or omissions of any custodian under a Custodian Agreement entered into pursuant
to Section 2 of this Agreement, or for any actions taken by it at the direction
of Owner.
10. Indemnification. Owner agrees to indemnify and hold harmless
Nominee, its partners, employees or agents from all damages, losses, costs and
expenses, including reasonable attorneys' fees and expenses, incurred as a
result of any claims, actions or proceedings against Nominee or any of its
shareholders, employees or agents that arise out of or in any way relate to the
nomineeship created hereunder or to any action or omission of Nominee in the
performance of its duties hereunder. Each of Owner and Nominee agrees that it
shall not seek indemnification from the other party hereto or such other party's
shareholders, partners, employees or agents based on any claims, actions or
proceedings against Owner or Nominee, as the case may be, or any of Owner's or
Nominee's shareholders, partners, employees or agents that arise out of or in
any way relate to a breach by Nominee of any of the representations and
warranties made by Nominee in the Share Purchase Agreement resulting from the
transactions evidenced by this Agreement.
11. Termination. At such time as a direct disposition by Nominee to
Owner of Owner's Securities is permitted under the Share Purchase Agreement and
related exhibits thereto, this Agreement may be terminated upon 24 hours written
notice by one party to the other and, upon such termination, Nominee shall
forthwith convey to Owner, or to such other party or parties as Owner shall
designate, Owner's Securities then held by Nominee hereunder and shall fully
cooperate with Owner by executing any and all documents and instruments and by
taking any and all such other action as Owner shall deem necessary to transfer
actual ownership of Owner's Securities as aforesaid.
12. Notices. Any notices, directions or other communications required
or desired to be given hereunder shall be in writing and shall be deemed to have
been given when received, if delivered personally or by courier or if sent by
telex or telecopier, or five days after being mailed by first-class mail,
postage prepaid, addressed to the parties as follows:
To Owner: R.A. Investment Group
200 West Madison Street, Suite 3800
Chicago, Illinois 60606
To Nominee: New World Equities, Inc.
1603 Orrington Avenue, Suite 1070
Evanston, Illinois 60201
or to such other address as either party shall notify the other as provided
herein.
13. Entire Agreement; Binding Effect; Amendments. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes any prior agreements or understandings
2
<PAGE> 13
between them, whether oral or written, with respect to such subject matter. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, including successor trustees. This
Agreement may only be amended by a writing signed by both parties hereto.
14. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstances, shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
or the application of such provision to any other person or circumstance, shall
not be affected thereby.
15. Trustee Exculpation. When this Agreement is executed by the trustee
of any trust, such execution is by the trustee, not individually but solely as
trustee in the exercise of and under the power and authority conferred upon and
invested in such trustee, and it is expressly understood and agreed that nothing
herein contained shall be construed as creating any liability on any such
trustee personally to pay any amounts required to be paid hereunder, or to
perform any covenant, either express or implied, contained herein, all such
liability, if any, being expressly waived by the parties hereto by their
execution hereof.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
OWNER:
R.A. INVESTMENT GROUP,
an Illinois general partnership
By: R.A. Trust #25, a General Partner
By:
------------------------------
Thomas J. Pritzker, not
individually but solely as
Co-Trustee
By:
------------------------------
Marshall E. Eisenberg, not
individually but solely as
Co-Trustee
NOMINEE:
NEW WORLD EQUITIES, INC., a Delaware
corporation
By:
------------------------------
Jay Robert Pritzker,
President
3
<PAGE> 14
EXHIBIT C
NOMINEE AGREEMENT
THIS NOMINEE AGREEMENT is made and entered into as of the 21st day of
December, 1998, by and between NEW WORLD EQUITIES, INC., a Delaware corporation
("NOMINEE"), and DONROSE TRUST ("OWNER").
W I T N E S S E T H:
WHEREAS, Nominee entered into that certain Share Purchase Agreement,
dated as of December 21, 1998, by and among Real Education, Inc., a Colorado
corporation (the "COMPANY"), Nominee and the other purchasers set forth on the
Schedule of Purchasers attached thereto (the "SHARE PURCHASE AGREEMENT");
WHEREAS, pursuant to the Share Purchase Agreement, Nominee agreed to
purchase preferred stock of the Company as specified therein (the "SECURITIES"),
on the terms and subject to the conditions specified therein;
WHEREAS, Nominee entered into the Share Purchase Agreement for the
purpose of purchasing 2,583.24 shares of Series C preferred stock of the Company
(collectively, "OWNER'S SECURITIES") as nominee for, and on behalf of, Owner
upon the terms and subject to the conditions set forth herein;
WHEREAS, Owner has remitted to Nominee the purchase price paid by
Nominee to the Company as consideration for the Company's sale of the Owner's
Securities to Nominee; and
WHEREAS, in furtherance of the foregoing, Owner desires that Nominee
hold legal title to Owner's Securities for and on behalf of Owner, and Nominee
is willing to hold legal title thereto for and on behalf of Owner, on the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Nomineeship. Nominee agrees to hold legal title to Owner's
Securities and to be the owner of record of Owner's Securities solely on behalf
and for the benefit of Owner. Nominee and Owner agree to execute such documents
and instruments and to take such other action as may be necessary from time to
time to vest in Nominee legal title to Owner's Securities.
2. Custodian Agreements. At the direction of Owner, Nominee shall enter
into custodian agreements (the "CUSTODIAN AGREEMENTS") with one or more
custodians selected by Owner to provide for the physical safekeeping of Owner's
Securities and Nominee shall deposit with any such custodian all or part of
Owner's Securities as directed by Owner. Nominee shall terminate any Custodian
Agreement or take any other action with respect thereto as directed by Owner
from time to time.
3. Additions and Substitutions to Owner's Securities. Any interest,
dividends or distributions in the form of cash or cash equivalents at any time
received or receivable by Nominee in respect of or in exchange for any or all of
Owner's Securities shall be distributed to Owner as soon as practicable. Any
interest, dividends or distributions in the form of securities or any other
property (other than cash or cash equivalents) shall be added to Owner's
Securities and shall be held by Nominee solely for the benefit of Owner pursuant
to this Agreement. Nominee and Owner acknowledge that all or a portion of
Owner's Securities may be converted into or exchanged for other securities of
the Company pursuant to the Share Purchase Agreement.
4. Records. Nominee shall keep accurate records with respect to Owner's
Securities held by Nominee hereunder, which records shall be open at all
reasonable times to the inspection of Owner or its authorized agents. Nominee
shall promptly forward to Owner copies of all reports, notices or other
communications of any kind whatsoever received by Nominee with respect to
Owner's Securities.
1
<PAGE> 15
5. Voting. Nominee shall have sole discretion to vote any Securities
which are held by Nominee hereunder. Nominee shall have no obligation to send to
Owner copies of any proxies received by Nominee with respect to any such
Securities.
6. Dispositions. Nominee shall have sole discretion to sell, transfer
or otherwise dispose of all or any other part of Owner's Securities or take any
other action with respect thereto; provided, however, Owner shall be entitled to
all proceeds (net of transaction costs) from any such disposition.
7. Compensation. For its services as Nominee hereunder, Nominee shall
receive an annual fee of $500 payable in advance. The first annual fee shall be
due within 120 days after the date hereof and subsequent annual fees shall be
due on or prior to each anniversary date of this Agreement.
8. Expenses. Owner agrees to promptly reimburse Nominee for all
out-of-pocket expenses incurred by Nominee in the performance of its duties
hereunder upon receipt of appropriate verification of payment.
9. Limitation of Liability. Nominee shall not be liable for any actions
or omissions of any custodian under a Custodian Agreement entered into pursuant
to Section 2 of this Agreement, or for any actions taken by it at the direction
of Owner.
10. Indemnification. Owner agrees to indemnify and hold harmless
Nominee, its partners, employees or agents from all damages, losses, costs and
expenses, including reasonable attorneys' fees and expenses, incurred as a
result of any claims, actions or proceedings against Nominee or any of its
shareholders, employees or agents that arise out of or in any way relate to the
nomineeship created hereunder or to any action or omission of Nominee in the
performance of its duties hereunder. Each of Owner and Nominee agrees that it
shall not seek indemnification from the other party hereto or such other party's
shareholders, partners, employees or agents based on any claims, actions or
proceedings against Owner or Nominee, as the case may be, or any of Owner's or
Nominee's shareholders, partners, employees or agents that arise out of or in
any way relate to a breach by Nominee of any of the representations and
warranties made by Nominee in the Share Purchase Agreement resulting from the
transactions evidenced by this Agreement.
11. Termination. At such time as a direct disposition by Nominee to
Owner of Owner's Securities is permitted under the Share Purchase Agreement and
related exhibits thereto, this Agreement may be terminated upon 24 hours written
notice by one party to the other and, upon such termination, Nominee shall
forthwith convey to Owner, or to such other party or parties as Owner shall
designate, Owner's Securities then held by Nominee hereunder and shall fully
cooperate with Owner by executing any and all documents and instruments and by
taking any and all such other action as Owner shall deem necessary to transfer
actual ownership of Owner's Securities as aforesaid.
12. Notices. Any notices, directions or other communications required
or desired to be given hereunder shall be in writing and shall be deemed to have
been given when received, if delivered personally or by courier or if sent by
telex or telecopier, or five days after being mailed by first-class mail,
postage prepaid, addressed to the parties as follows:
To Owner: Donrose Trust
200 West Madison Street, Suite 3800
Chicago, Illinois 60606
To Nominee: New World Equities, Inc.
1603 Orrington Avenue, Suite 1070
Evanston, Illinois 60201
or to such other address as either party shall notify the other as provided
herein.
13. Entire Agreement; Binding Effect; Amendments. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes any prior agreements or understandings
2
<PAGE> 16
between them, whether oral or written, with respect to such subject matter. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, including successor trustees. This
Agreement may only be amended by a writing signed by both parties hereto.
14. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstances, shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
or the application of such provision to any other person or circumstance, shall
not be affected thereby.
15. Trustee Exculpation. When this Agreement is executed by the trustee
of any trust, such execution is by the trustee, not individually but solely as
trustee in the exercise of and under the power and authority conferred upon and
invested in such trustee, and it is expressly understood and agreed that nothing
herein contained shall be construed as creating any liability on any such
trustee personally to pay any amounts required to be paid hereunder, or to
perform any covenant, either express or implied, contained herein, all such
liability, if any, being expressly waived by the parties hereto by their
execution hereof.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
OWNER:
DONROSE TRUST
By:
------------------------------
Nicholas J. Pritzker,
not individually but solely as
Trustee
NOMINEE:
NEW WORLD EQUITIES, INC., a Delaware
corporation
By:
------------------------------
Jay Robert Pritzker, President
3
<PAGE> 17
EXHIBIT D
NOMINEE AGREEMENT
THIS NOMINEE AGREEMENT is made and entered into as of the 21st day of
December, 1998, by and between NEW WORLD EQUITIES, INC., a Delaware corporation
("NOMINEE"), and JBR Trust #4 ("OWNER").
W I T N E S S E T H:
WHEREAS, Nominee entered into that certain Share Purchase Agreement,
dated as of December 21, 1998, by and among Real Education, Inc., a Colorado
corporation (the "COMPANY"), Nominee and the other purchasers set forth on the
Schedule of Purchasers attached thereto (the "SHARE PURCHASE AGREEMENT");
WHEREAS, pursuant to the Share Purchase Agreement, Nominee agreed to
purchase preferred stock of the Company as specified therein (the "SECURITIES"),
on the terms and subject to the conditions specified therein;
WHEREAS, Nominee entered into the Share Purchase Agreement for the
purpose of purchasing 2,583.24 shares of Series C preferred stock of the Company
(collectively, "OWNER'S SECURITIES") as nominee for, and on behalf of, Owner
upon the terms and subject to the conditions set forth herein;
WHEREAS, Owner has remitted to Nominee the purchase price paid by
Nominee to the Company as consideration for the Company's sale of the Owner's
Securities to Nominee; and
WHEREAS, in furtherance of the foregoing, Owner desires that Nominee
hold legal title to Owner's Securities for and on behalf of Owner, and Nominee
is willing to hold legal title thereto for and on behalf of Owner, on the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Nomineeship. Nominee agrees to hold legal title to Owner's
Securities and to be the owner of record of Owner's Securities solely on behalf
and for the benefit of Owner. Nominee and Owner agree to execute such documents
and instruments and to take such other action as may be necessary from time to
time to vest in Nominee legal title to Owner's Securities.
2. Custodian Agreements. At the direction of Owner, Nominee shall enter
into custodian agreements (the "CUSTODIAN AGREEMENTS") with one or more
custodians selected by Owner to provide for the physical safekeeping of Owner's
Securities and Nominee shall deposit with any such custodian all or part of
Owner's Securities as directed by Owner. Nominee shall terminate any Custodian
Agreement or take any other action with respect thereto as directed by Owner
from time to time.
3. Additions and Substitutions to Owner's Securities. Any interest,
dividends or distributions in the form of cash or cash equivalents at any time
received or receivable by Nominee in respect of or in exchange for any or all of
Owner's Securities shall be distributed to Owner as soon as practicable. Any
interest, dividends or distributions in the form of securities or any other
property (other than cash or cash equivalents) shall be added to Owner's
Securities
1
<PAGE> 18
and shall be held by Nominee solely for the benefit of Owner pursuant to this
Agreement. Nominee and Owner acknowledge that all or a portion of Owner's
Securities may be converted into or exchanged for other securities of the
Company pursuant to the Share Purchase Agreement.
4. Records. Nominee shall keep accurate records with respect to Owner's
Securities held by Nominee hereunder, which records shall be open at all
reasonable times to the inspection of Owner or its authorized agents. Nominee
shall promptly forward to Owner copies of all reports, notices or other
communications of any kind whatsoever received by Nominee with respect to
Owner's Securities.
5. Voting. Nominee shall have sole discretion to vote any Securities
which are held by Nominee hereunder. Nominee shall have no obligation to send to
Owner copies of any proxies received by Nominee with respect to any such
Securities.
6. Dispositions. Nominee shall have sole discretion to sell, transfer
or otherwise dispose of all or any other part of Owner's Securities or take any
other action with respect thereto; provided, however, Owner shall be entitled to
all proceeds (net of transaction costs) from any such disposition.
7. Compensation. For its services as Nominee hereunder, Nominee shall
receive an annual fee of $500 payable in advance. The first annual fee shall be
due within 120 days after the date hereof and subsequent annual fees shall be
due on or prior to each anniversary date of this Agreement.
0
8. Expenses. Owner agrees to promptly reimburse Nominee for all
out-of-pocket expenses incurred by Nominee in the performance of its duties
hereunder upon receipt of appropriate verification of payment.
9. Limitation of Liability. Nominee shall not be liable for any actions
or omissions of any custodian under a Custodian Agreement entered into pursuant
to Section 2 of this Agreement, or for any actions taken by it at the direction
of Owner.
10. Indemnification. Owner agrees to indemnify and hold harmless
Nominee, its partners, employees or agents from all damages, losses, costs and
expenses, including reasonable attorneys' fees and expenses, incurred as a
result of any claims, actions or proceedings against Nominee or any of its
shareholders, employees or agents that arise out of or in any way relate to the
nomineeship created hereunder or to any action or omission of Nominee in the
performance of its duties hereunder. Each of Owner and Nominee agrees that it
shall not seek indemnification from the other party hereto or such other party's
shareholders, partners, employees or agents based on any claims, actions or
proceedings against Owner or Nominee, as the case may be, or any of Owner's or
Nominee's shareholders, partners, employees or agents that arise out of or in
any way relate to a breach by Nominee of any of the representations and
warranties made by Nominee in the Share Purchase Agreement resulting from the
transactions evidenced by this Agreement.
11. Termination. At such time as a direct disposition by Nominee to
Owner of Owner's Securities is permitted under the Share Purchase Agreement and
related exhibits thereto, this Agreement may be terminated upon 24 hours written
notice by one party to the other and, upon such termination, Nominee shall
forthwith convey to Owner, or to such other party or parties as Owner shall
designate, Owner's Securities then held by Nominee hereunder and shall fully
cooperate with Owner by executing any and all documents and instruments and by
taking any and all such other action as Owner shall deem necessary to transfer
actual ownership of Owner's Securities as aforesaid.
12. Notices. Any notices, directions or other communications required
or desired to be given hereunder shall be in writing and shall be deemed to have
been given when received, if delivered personally or by courier or if sent by
telex or telecopier, or five days after being mailed by first-class mail,
postage prepaid, addressed to the parties as follows:
To Owner: JBR Trust #4
200 West Madison Street, Suite 3800
Chicago, Illinois 60606
To Nominee: New World Equities, Inc.
1603 Orrington Avenue, Suite 1070
Evanston, Illinois 60201
or to such other address as either party shall notify the other as provided
herein.
13. Entire Agreement; Binding Effect; Amendments. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes any prior agreements or understandings
2
<PAGE> 19
between them, whether oral or written, with respect to such subject matter. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, including successor trustees. This
Agreement may only be amended by a writing signed by both parties hereto.
14. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstances, shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
or the application of such provision to any other person or circumstance, shall
not be affected thereby.
15. Trustee Exculpation. When this Agreement is executed by the trustee
of any trust, such execution is by the trustee, not individually but solely as
trustee in the exercise of and under the power and authority conferred upon and
invested in such trustee, and it is expressly understood and agreed that nothing
herein contained shall be construed as creating any liability on any such
trustee personally to pay any amounts required to be paid hereunder, or to
perform any covenant, either express or implied, contained herein, all such
liability, if any, being expressly waived by the parties hereto by their
execution hereof.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
OWNER:
JBR Trust #4
By:
------------------------------
Marshall E. Eisenberg, not
individually but solely as
Trustee
NOMINEE:
NEW WORLD EQUITIES, INC., a Delaware
corporation
By:
------------------------------
Jay Robert Pritzker, President
3
<PAGE> 20
EXHIBIT E
NOMINEE AGREEMENT
THIS NOMINEE AGREEMENT is made and entered into as of the 21st day of
December, 1998, by and between NEW WORLD EQUITIES, INC., a Delaware corporation
("NOMINEE"), and T&M CHILDRENS TRUST ("OWNER").
W I T N E S S E T H:
WHEREAS, Nominee entered into that certain Share Purchase Agreement,
dated as of December 21, 1998, by and among Real Education, Inc., a Colorado
corporation (the "COMPANY"), Nominee and the other purchasers set forth on the
Schedule of Purchasers attached thereto (the "SHARE PURCHASE AGREEMENT");
WHEREAS, pursuant to the Share Purchase Agreement, Nominee agreed to
purchase preferred stock of the Company as specified therein (the "SECURITIES"),
on the terms and subject to the conditions specified therein;
WHEREAS, Nominee entered into the Share Purchase Agreement for the
purpose of purchasing 2,583.24 shares of Series C preferred stock of the Company
(collectively, "OWNER'S SECURITIES") as nominee for, and on behalf of, Owner
upon the terms and subject to the conditions set forth herein;
WHEREAS, Owner has remitted to Nominee the purchase price paid by
Nominee to the Company as consideration for the Company's sale of the Owner's
Securities to Nominee; and
WHEREAS, in furtherance of the foregoing, Owner desires that Nominee
hold legal title to Owner's Securities for and on behalf of Owner, and Nominee
is willing to hold legal title thereto for and on behalf of Owner, on the terms
and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the above and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Nomineeship. Nominee agrees to hold legal title to Owner's
Securities and to be the owner of record of Owner's Securities solely on behalf
and for the benefit of Owner. Nominee and Owner agree to execute such documents
and instruments and to take such other action as may be necessary from time to
time to vest in Nominee legal title to Owner's Securities.
2. Custodian Agreements. At the direction of Owner, Nominee shall enter
into custodian agreements (the "CUSTODIAN AGREEMENTS") with one or more
custodians selected by Owner to provide for the physical safekeeping of Owner's
Securities and Nominee shall deposit with any such custodian all or part of
Owner's Securities as directed by Owner. Nominee shall terminate any Custodian
Agreement or take any other action with respect thereto as directed by Owner
from time to time.
3. Additions and Substitutions to Owner's Securities. Any interest,
dividends or distributions in the form of cash or cash equivalents at any time
received or receivable by Nominee in respect of or in exchange for any or all of
Owner's Securities shall be distributed to Owner as soon as practicable. Any
interest, dividends or distributions in the form of securities or any other
property (other than cash or cash equivalents) shall be added to Owner's
Securities and shall be held by Nominee solely for the benefit of Owner pursuant
to this Agreement. Nominee and Owner acknowledge that all or a portion of
Owner's Securities may be converted into or exchanged for other securities of
the Company pursuant to the Share Purchase Agreement.
4. Records. Nominee shall keep accurate records with respect to Owner's
Securities held by Nominee hereunder, which records shall be open at all
reasonable times to the inspection of Owner or its authorized agents. Nominee
shall promptly forward to Owner copies of all reports, notices or other
communications of any kind whatsoever received by Nominee with respect to
Owner's Securities.
1
<PAGE> 21
5. Voting. Nominee shall have sole discretion to vote any Securities
which are held by Nominee hereunder. Nominee shall have no obligation to send to
Owner copies of any proxies received by Nominee with respect to any such
Securities.
6. Dispositions. Nominee shall have sole discretion to sell, transfer
or otherwise dispose of all or any other part of Owner's Securities or take any
other action with respect thereto; provided, however, Owner shall be entitled to
all proceeds (net of transaction costs) from any such disposition.
7. Compensation. For its services as Nominee hereunder, Nominee shall
receive an annual fee of $500 payable in advance. The first annual fee shall be
due within 120 days after the date hereof and subsequent annual fees shall be
due on or prior to each anniversary date of this Agreement.
8. Expenses. Owner agrees to promptly reimburse Nominee for all
out-of-pocket expenses incurred by nominee in the performance of its duties
hereunder upon receipt of appropriate verification of payment.
9. Limitation of Liability. Nominee shall not be liable for any actions
or omissions of any custodian under a Custodian Agreement entered into pursuant
to Section 2 of this Agreement, or for any actions taken by it at the direction
of Owner.
10. Indemnification. Owner agrees to indemnify and hold harmless
Nominee, its partners, employees or agents from all damages, losses, costs and
expenses, including reasonable attorneys' fees and expenses, incurred as a
result of any claims, actions or proceedings against Nominee or any of its
shareholders, employees or agents that arise out of or in any way relate to the
nomineeship created hereunder or to any action or omission of Nominee in the
performance of its duties hereunder. Each of Owner and Nominee agrees that it
shall not seek indemnification from the other party hereto or such other party's
shareholders, partners, employees or agents based on any claims, actions or
proceedings against Owner or Nominee, as the case may be, or any of Owner's or
Nominee's shareholders, partners, employees or agents that arise out of or in
any way relate to a breach by Nominee of any of the representations and
warranties made by Nominee in the Share Purchase Agreement resulting from the
transactions evidenced by this Agreement.
11. Termination. At such time as a direct disposition by Nominee to
Owner of Owner's Securities is permitted under the Share Purchase Agreement and
related exhibits thereto, this Agreement may be terminated upon 24 hours written
notice by one party to the other and, upon such termination, Nominee shall
forthwith convey to Owner, or to such other party or parties as Owner shall
designate, Owner's Securities then held by Nominee hereunder and shall fully
cooperate with Owner by executing any and all documents and instruments and by
taking any and all such other action as Owner shall deem necessary to transfer
actual ownership of Owner's Securities as aforesaid.
12. Notices. Any notices, directions or other communications required
or desired to be given hereunder shall be in writing and shall be deemed to have
been given when received, if delivered personally or by courier or if sent by
telex or telecopier, or five days after being mailed by first-class mail,
postage prepaid, addressed to the parties as follows:
To Owner: T&M Childrens Trust
200 West Madison Street, Suite 3800
Chicago, Illinois 60606
To Nominee: New World Equities, Inc.
1603 Orrington Avenue, Suite 1070
Evanston, Illinois 60201
or to such other address as either party shall notify the other as provided
herein.
13. Entire Agreement; Binding Effect; Amendments. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes any prior agreements or understandings
2
<PAGE> 22
between them, whether oral or written, with respect to such subject matter. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, including successor trustees. This
Agreement may only be amended by a writing signed by both parties hereto.
14. Severability. If any provision of this Agreement, or the
application of such provision to any person or circumstances, shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
or the application of such provision to any other person or circumstance, shall
not be affected thereby.
15. Trustee Exculpation. When this Agreement is executed by the trustee
of any trust, such execution is by the trustee, not individually but solely as
trustee in the exercise of and under the power and authority conferred upon and
invested in such trustee, and it is expressly understood and agreed that nothing
herein contained shall be construed as creating any liability on any such
trustee personally to pay any amounts required to be paid hereunder, or to
perform any covenant, either express or implied, contained herein, all such
liability, if any, being expressly waived by the parties hereto by their
execution hereof.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
OWNER:
T&M CHILDRENS TRUST
By:
------------------------------
Simon Zunamon, not individually
but solely as Trustee
NOMINEE:
NEW WORLD EQUITIES, INC., a Delaware
corporation
By:
------------------------------
Jay Robert Pritzker, President
3
