EXHIBIT E-2
REORGANIZATION
AGREEMENT
REORGANIZATION AGREEMENT
This Reorganization Agreement is made
and entered into this 27th day of January, 1989 between and among Cozmal
Technology, Inc., a Utah Corporation, which is referred to herein as the
Company", Matrix Technologies, Inc., a Texas corporation, which is referred to
herein as 'Matrix," and the persons identified in Exhibit A attached hereto, who
are the beneficial owners of 100% of the issued and outstanding equity
securities of Matrix (the "Shareholders").
WHEREAS, the Shareholders own, and have the unrestricted right to sell, transfer
and convey, one hundred percent (100%) of the issued and outstanding capital
stock of Matrix, and
WHEREAS, the Company wishes
to acquire one hundred percent (100%) of the issued and outstanding capital
stock of Matrix, in exchange for authorized but unissued shares of the Common
Stock of the Company, and
WHEREAS, the
shareholders of the Company have previously approved, subject only to the
closing of this Reorganization Agreement, a reverse stock split which has
positioned the Company to complete the transactions contemplated by this
Agreement, and
WHEREAS, the shareholders of the
Company have previously approved, subject only to the closing of this
Reorganization Agreement, a change in the name of the Company to NeuroGenesis,
Inc., and
WHEREAS, the Shareholders have agreed
to contribute one hundred percent (100%) of the issued and outstanding capital
stock of Matrix to the Company in exchange for authorized but unissued Common
Stock of the Company, and
WHEREAS, the Company
and the Shareholders wish to formalize the abovementioned agreement and
thereafer accomplish such exchange on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the
premises and of the mutual covenants hereinafter set forth, the parties hereto
have agreed and by these presents do hereby agree as
follows:
1. REPRESENTATIONS AND WARRANTIES
BY THE SHAREHOLDERS AND MATRIX. Matrix and the Shareholders hereby jointly and
severally make the following express representations and warranties to the
Company:
(a) Matrix is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Texas and has the corporate power to own its property and carry on its business
in the State of Texas. Certified copies of Matrix's Certificate of Incorporation
and By-laws have heretofore been furnished to the Company by Matrix and/or the
Shareholders, and all such copies are true, correct and complete copies of the
original Certificate of Incorporation and By-Laws, including all amendments
thereto.
(b) Matrix has the corporate authority
to issue a total of 5,000,000 shares of $0.01 par value Common Stock, of which
4,000,000 shares have been validly issued, are now outstanding and are held of
record by the Shareholders identified in Exhibit A, Schedule
A-1.
(c) Prior to the Closing Date specified
herein, Matrix will have received fully paid subscriptions for an additional
220,000 shares of its Common Stock which are presently being offered to
qualified prospective investors at a price of SI.71 per share by means of a
Private Placement Memorandum dated December 15, 1988. A true and complete copy
of the above referenced Private Placement Memorandum, including all exhibits
thereto, is attached hereto as Exhibit B. MI persons who purchase such
additional shares of the Common Stock of Matrix shall be identified in Exhibit
A, Schedule A-2.
(d) Each person who subscribes
to purchase any of the shares of Common Stock specified in Section 1(c) shall,
as a condition of sale, be required to assent to all of the terms and conditions
of this Agreement.
(e) The Shareholders will have
full power and authority to exchange the 4,220,000 shares of Matrix's Common
Stock which are held by them upon the terms and conditions provided for in this
Agreement, and said shares will have been duly and validly issued and be free
and clear of any lien or other encumbrance on the Closing Date specified
herein.
(f) The unaudited October 31,1988
financial statements of Matrix, which have been compiled by Peat, Marwick, Main
& Co., and are attached as an exhibit to the Private Placement Memorandum,
constitute substantially true and correct statements of the financial condition
of Matrix and of Matrix's assets and liabilities as of such date. Except as
described in the notes to such financial statements, Matrix has
not:
(1) issued any additional shares of its
capital stock, or any options to acquire such stock, to any person other
than:
Final Reorganization Agreement
Page 1
i. the persons listed in
Exhibit A, Schedule A-2, who have recently acquired shares of Matrix Common
Stock in connection with the private placement of Matrix Common Stock which is
described in Section 1(c) and the Private Placement Memorandum,
or
ii. the persons listed in Exhibit A,
Schedule A-3, who have recently been granted options to acquire shares of Matrix
Common Stock in exchange for the forgiveness of indebtedness or for services
rendered,
(2) paid or declared any dividends or
distributions of capital, surplus, or profits with respect to any of its issued
and outstanding shares of capital stock,
(3) paid
or agreed to pay any consideration in redemption of any of its issued and
outstanding shares of capital stock, or
(4)
entered into any other transaction or agreement which would, or might,
materially impair the shareholder's equity of Matrix as reflected in such
financial statements.
(g) Since October 31, 1988,
Matrix has not engaged in any material transactions other than transactions in
the normal course of the operation of its business, which would, or might,
materially impair the shareholder's equity of Matrix as reflected in the
financial statements which are attached as an exhibit to the Private Placement
Memorandum.
(h) Matrix is not involved in any
pending or threatened litigation which would, or might, materially affect its
financial condition and which has not been:
(1)
provided for in the financial statements attached as an exhibit to the Private
Placement Memorandum, or
(2) disclosed to the
Company in writing.
(i) Matrix has good and
marketable title to all of the property and assets shown in its balance sheet
free and clear of any and all liens, encumbrances or restrictions, except
for:
(1) the liens, encumbrances and restrictions
which are set forth in its balance sheet and the notes
thereto,
(2) taxes and assessments which may
become due and payable after the date of this Agreement,
and
(3) easements or other minor restrictions
with respect to its property which do not materially affect the present use of
such property.
(j) There are no unpaid
assessments or proposed assessments of Federal income taxes pending against
Matrix. All liabilities for Federal and State income or franchise taxes, as
shown on the tax returns filed, or to be filed, by Matrix, have been paid or the
liability therefor has been provided for in the attached balance sheet and all
Federal and State income or Iranchise taxes for periods subsequent to the
periods covered by said returns likewise have been paid or adequately
accrued.
(k) The Shareholders are acquiring the
Common Stock of the Company solely for their own account, for investment, and
not with a view to any subsequent 'distribution" thereof within the meaning of
that term as defined in the Securities Act of 1933, as amended (said Act and
rules and regulations promulgated thereunder being hereinafter referred to as
the 'Act'). The Shareholders understand that the Common Stock of the Company has
not been registered under the Act or Securities laws of any State Cstate Act')
by reason of the specific exemptions therefrom, which exemptions depend in part
upon the Shareholders subjective investment intent as expressed herein. In
furtherance of the foregoing, each Shareholder shall be required to execute and
deliver to the Company an Investment Letter, in the form attached hereto as
Exhibit C, as a condition precedent to the issuance of a new share certificate
for the Common Stock of the Company that will be issued to
him.
(I) The Shareholders hereby jointly
acknowledge that they are either
1. Accredited
Investors' as such term is defined in Regulation D promulgated under the Act,
or
2. That they have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the proposed exchange of Matrix's stock for Common Stock
of the Company, and
3. That they are able to bear
the economic risks of the investment and are able to protect their own interests
in an investment of this nature.
Matrix and the
Shareholders further represent and warrant that all of the representations and
warranties set forth above are true as of the date of this Agreement, shall be
true at the Closing Date and shall survive the
Final Reorganization Agreement
Page 2
closing for a period of six (6) months from the
Closing Date, except as to the warranties and representations set forth in
subsection (h) hereof which shall survive for a period of three (3) years from
the Closing Date.
2. REPRESENTATIONS AND WARRANTIES BY
THE COMPANY. The Company hereby makes the following express representations and
warranties to Matrix and the
Shareholders:
(a) The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Utah and has the corporate power to own its properties and carry
on its business as now being conducted. Certified copies of the Company's
Certificate of Incorporation and By-Laws have heretofore been furnished to
Matrix and/or the Shareholders by the Company, and all such copies are true,
correct and complete copies of the original Certificate of Incorporation and
By-Laws including all amendments
thereto.
(b) The Company has the
corporate authority to issue a total of 100,000,000 shares of $0.001 par value
Common Stock, of which 2,995,000 shares are presently issued and outstanding.
The beneficial owners of such shares, as reflected on the records of the
Company, are identified in Exhibit D to this
Agreement.
(c) On the closing date of
this Reorganization Agreement 995,000 shares of the restricted Common Stock of
the Company will be repurchased by the Company for a nominal consideration, and
cancelled forthwith. Concurrently, Company will effect a reverse split of the
remaining 2,000,000 shares of its registered Common Stock in the ratio of 1
share for each 1.9929668 shares outstanding immediately prior to the reverse
split. Upon the completion of the above referenced stock repurchase and reverse
split, the Company will have a total of 1,003,530 shares of Common Stock which
are fully paid, validly issued and
outstanding.
(d) The audited October 31,
1988, Balance Sheet of the Company which is attached hereto as Exhibit E,
constitutes a substantially true and correct statement of the financial
condition of the Company and the Company's assets, liabilities and income as of
such date. Since the date of such Balance Sheet, the Company has
not
(1) issued any additional shares of its
Common Stock, or any options to acquire such stock, to any
person,
(2) paid or declared any dividends
or distributions of capital, surplus, or profits with respect to any of its
issued and outstanding shares of Common
Stock,
(3) paid or agreed to pay any
consideration in redemption of any of its issued and outstanding shares of
Common Stock, or
(4) entered into any other
transaction or agreement which would, or might, materially impair the
shareholder's equity of the Company as reflected in such Balance
Sheet.
(e) The Company has the corporate
power and authority to execute and perform all of its duties and obligations
under the terms of this Agreement and to issue and deliver to the Shareholders
the shares of Common Stock that are required to be issued and delivered under
the terms of this Agreement.
(f) The
execution and delivery of this Agreement, and the issuance of Common Stock
required to be issued hereunder, will have been duly authorized by all necessary
corporate action and neither the execution nor delivery of this Agreement nor
the issuance of Common Stock nor the performance, observance or compliance with
the terms and provisions of this Agreement will violate any provision of law,
any order of any court or other governmental agency, the Certificate of
Incorporation or ByLaw of the Company or any indenture, agreement or other
instrument to which the Company is a party, or by which it is bound or by which
any of its property is bound.
(g) The
Company is not involved in any pending or threatened litigation which would, or
might, materially affect its financial condition and which has not
been
(1) provided for in the financial
statements attached hereto as Exhibit E, or
(2)
disclosed to Matrix and the Shareholders in
writing.
(h) There are no unpaid
assessments or proposed assessments of Federal income taxes pending against the
Company. All liabilities for Federal and State income or franchise taxes, as
shown on the tax returns filed, or to be filed, by the Company, have been paid
or the liability therefor has been provided for in the attached Balance Sheet
and all Federal and State income or franchise taxes for periods subsequent to
the periods covered by said returns likewise have been paid or adequately
accrued.
(i) The shares of Common Stock
which will be delivered to the Shareholders pursuant to the terms of this
Agreement will, on delivery in accordance with the terms hereof, be duly
authorized, validly issued and fully paid and nonassessable.
Final Reorganization Agreement
Page 3
The Company further represents and warrants that all of the
representations and warranties set forth above arc true as of the date of this
Agreement, shall be true at the Closing Date and shall survive the closing for a
period of six (6) months from the Closing Date.
3. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The
obligations of the Company hereunder shall be subject to the following
conditions:
(a) The Company shall not have
discovered any material error, misstatement or omission in any of the
representations and warranties made by Matrix or the Shareholders herein and all
the terms and conditions of this Agreement to be performed and complied with
have been performed and complied with.
(b) There
shall have been no substantial adverse changes in the financial condition,
business or operations of Matrix from October 31,1988, until the Closing Date,
except for changes resulting from operations in the usual and ordinary course of
its business, and between such dates no business and assets of Matrix shall have
been materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of the workmen, taking
over of any such assets by any governmental authorities, riot, activities of
armed forces, or Acts of God or of the public
enemies.
(c) There shall have been no substantial
adverse changes in the financial condition, business or operations of the
Company, except for changes resulting from those operations in the usual
ordinary course of the business, and no business and assets of the Company shall
have been materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of the workmen, taking
over of any such assets by any governmental authorities, riot, activities of
armed forces, or Acts of God or of the public
enemies.
(d) The Company shall have received the
opinion of F. Lynn Estep, Jr., legal counsel for Matrix, to the effect
that
(1) Matrix is a corporation duly organized,
validly existing and in good standing under the laws of Texas and has the power
and authority to own its properties and to carry on its business in the State of
Texas as of the Closing Date,
(2) Matrix's
outstanding Common Stock is validly issued, fully paid and nonassessable,
and
(3) This Agreement has been duly executed and
delivered by Matrix and the Shareholders and constitutes a legal, valid and
binding obligation of the Shareholders enforceable in accordance with its
terms.
4. CONDITIONS TO
TIlE OBLIGATIONS OF THE SHAREHOLDERS. The obligations of the Shareholders
hereunder are subject to the following
conditions:
(a) The Shareholders shall. not have
discovered any material error or misstatement in any of the representations and
warranties made by the Company herein and all the terms and conditions of this
Agreement to be performed and complied with by the Company have been performed
and complied with.
(b) There shall have been no
substantial adverse changes in the financial condition, business or operations
of the Company, except for changes resulting from those operations in the usual
ordinary course of the business, and no business and assets of the Company shall
have been materially adversely affected as the result of any fire, explosion,
earthquake, flood, accident, strike, lockout, combination of the workmen, taking
over of any such assets by any governmental authorities, riot, activities of
armed forces, or Acts of God or of the public
enemies.
(c) The Shareholders shall have received
the opinion of Leonard W. Burningham, legal counsel for the Company, to the
effect that
(1) the Company is a corporation duly
organized and validly existing under the laws of the State of Utah and has the
power to own and operate its properties wherever the same shall be located as of
the Closing Date;
(2) the execution, delivery and
performance of this Agreement by the Company has been duly authorized by all
necessary corporate action and constitutes a legal, valid and binding obligation
of the Company enforceable in accordance with its
terms;
(3) the Common Stock which is to be
delivered to The Shareholders pursuant to the terms of this Agreement has been
validly issued, is fully paid and non-assessable.
(4) the Common Stock of the Company which was issued and
outstanding prior to the Closing Date of this Agreement has been duly issued
pursuant to (a) the express requirements of Rule 504 of Securities and Exchange
Commission Regulation D promulgated under the
Final Reorganization Agreement
Page 4
Securities Act of 1933, and (b) an effect ive registration
statement under the applicable laws of (he State of
Utah.
5. CLOSING DATE.
The final closing of this Agreement shall take place in Houston, Texas on
the
day of January, 1989, or at such other reasonable time and place as the parties
hereto shall agree upon.
6. EXCHANGE OF SECURITIES. Subject to the terms and
conditions set forth herein, and at the time of the closing referred to in
Section 5 hereof:
(a) the Company will issue and
deliver, or cause to be issued and delivered to the Shareholders identified in
Schedules A-i and A-2 of Exhibit A certificates evidencing the ownership of
4,220,000 shares of the authorized but unissued shares of the Company's $0.001
par value Common Stock and concurrently therewith the Shareholders identified in
Schedules A-i and A-2 of Exhibit A shall directly or through their agent deliver
or cause to be delivered to the Company, certificates evidencing the ownership
of 4,220,000 shares of the issued and outstanding capital stock of Matrix, duly
endorsed to the Company, and
(b) the Company will
issue and deliver, or cause to be issued and delivered to the Optionholders
identified in Schedule A-3 of Exhibit A options evidencing the right to purchase
a total of 2,098,825 shares of the authorized but unissued shares of the
Company's $0.001 par value Common Stock at a price of $1.00 per share and
concurrently therewith the Optionholders identified in Schedule A-3 of Exhibit A
shall directly or through their agent deliver or cause to be delivered to the
Company, options evidencing the right to purchase 2,098,825 shares of the
capital stock of Matrix, duly endorsed to the Company. All options issued by the
Company pursuant to this Paragraph 6(b) shall be substantially identical in
form, content and tennor to the options that will be surrendered by the Option
holders in accordance with this Paragraph 6(b)
7. ACTIONS AT THE CLOSING. At the final closing of
this Agreement, the Company and the Shareholders will each deliver, or cause to
be delivered to the other, the shares of stock to be exchanged in accordance
with Section 6 of this Agreement and each party shall pay any and all Federal
and State taxes required to be paid in connection with the issuance and the
delivery of their own securities. All stock certificates shall be in the name of
the party to which the same are deliverable. In addition to the above mentioned
exchange of certificates, the following transactions will take place at the
final closing.
The Company will deliver to The
Shareholders and Matrix:
(a) Duly certified
copies of corporate resolutions and other corporate proceedings taken by the
Company to authorize the execution, delivery and performance of this
Agreement;
(b) The opinion of Leonard W.
Burningham, counsel for the Company, as provided for in section 4(c)
hereof;
(c) A certificate executed by a principal
officer of the Company attesting to the fact that all of the foregoing
representations and warranties of the Company are true and correct as of the
Closing Date and that all of the conditions to the obligations of the
Shareholders which are to be performed by the Company have been performed as of
the Closing Date; and
(d) A certificate of
corporate good standing for the Company from the State of Utah which shall be
dated no more than 60 days prior to the Closing
Date.
The Shareholders and Matrix will deliver
to the Company
(a) The opinion of F. Lynn Estep,
Jr., counsel for Matrix, as provided for in Section 3(e)
hereof;
(b) A certificate of corporate good
standing for Matrix from the Secretary of State of the State of Texas which
shall be dated no more than 60 days prior to the Closing Date;
and
(c) A certificate by a principal officer of
Matrix that each of the representations and warranties of the Shareholders and
Matrix are true and correct as of the Closing Date and that all of the
conditions to the obligations of the Company which are to be performed by Matrix
and the Shareholders have been performed as of the Closing
Date.
8. CONDUCT OF
BUSINESS. Between the date hereof and the Closing Date, Matrix shall conduct its
business in the same manner in which it has heretofore been conducted and the
Shareholders will not permit Matrix to (1) enter into any contract, other than
in the ordinary course of business, or (2) declare or make any distribution in
the nature ofa dividend or return of capital to the Shareholders of Matrix,
without first obtaining the written consent of the
Company.
9. BOARD OF
DIRECTORS. Immediately prior to the closing, the Board of Directors of the
Company shall have a meeting, at which all of the present directors of the
Company shall resign, and they shall
Final Reorganization Agreement
Page 5
elect as members of the Company's Board of Directors, in
accordance with the By-laws of the Company, such individuals as the Directors of
Matrix shall designate to (he Company in writing.
10. FUTURE REGISTRATION. The Shareholders understand
that because the Common Stock has not been regislered under the Act or any State
Act, they must hold the Common Stock indefinitely, and cannot dispose of any or
all of the Common Stock unless such Common Stock is subsequently registered
under the Act and any applicable State Aa, or exemptions from registration are
available. The Shareholders acknowledge and understand that (hey have no
independent right to require the Company to register the shares of Common Stock.
The Shareholders further understand that the Company may, as a condition to the
transfer of any of Common Stock, require that the request for transfer by a
Shareholder be accompanied by an opinion of counsel, in form and substance
satisfactory to the Company, provided at such Shareholder's expense, to the
effect that the proposed transfer does not result in violation of the Act or any
applicable State Act, unless such transfer is covered by an effective
registration statement under the Act and is in compliance with all applicable
State Acts.
11.
TRANSFERABILITY. All shares of Common Stock which are issued to the Shareholders
pursuant to the terms of this Agreement shall be restricted securities within
the meaning of Regulation D of the Act. The Company shall issue stop transfer
instructions to the transfer agent for its Common Stock with respect to the
Stock and shall place the following legend on the certificates representing such
stock:
| "The shares represented by this certificate have been acquired
pursuant to a transaction affected in reliance upon an exemption under the
Securities Act of 1933, as amended (The "Act"), and have riot been the
subject of a Registration Statement under The Act or any state securities
act. The securities may not be sold or otherwise transferred in the
absence of such registration or applicable exemption therefrom under the
Ac' or any applicable stale securities
act." |
12. ACCESS TO
INFORMATION. Concurrently herewith, the Company has delivered to the
Shareholders correct and complete copies of all documents and records requested
by the Shareholders. In addition, the Shareholders have had the opportunity to
ask questions of, and receive answers from, officers and directors of the
Company, and persons acting on its behalf concerning the terms and conditions of
the Agreement, and has received sufficient information relating to the Company
to enable them to make an informed decision with respect to the acquisition of
the Common Stock.
13. NO
SOLICITATION. At no time were the Shareholders presented with or solicited by
any leaflet, public promotion meeting, circular, newspaper or magazine article,
radio or television advertisement, or any other form of general advertising in
connection with its acquisition of the Common
Stock.
14. EXPENSES. The
Shareholders, Matrix and the Company shall each pay their respective expenses
incident to this Agreement and the transactions contemplated hereby, including
all fees of their counsel and accountants, whether or not such transactions
shall be consummated; provided that Matrix may pay the reasonable fees and
expenses of the Shareholders counsel and its accountants in connection with this
Agreement, the proposed transactions contemplated hereby, as well as travel and
lodging expenses of its officers related to the negotiation of this Agreement,
up to a maximum of $10,000. The Shareholders shall pay all other fees and
expenses incurred by them or by Matrix by reason of this Agreement and the
proposed transact ions contemplated hereby.
15. FINDERS. The Shareholders and Matrix shall indemnify
and hold the Company harmless against and with respect to all claims or
brokerage or other commissions relative to this Agreement or the transactions
contemplated hereby, based on any agreements, arrangements, or understandings
claimed to have been made by the Shareholders or Matrix with any third party.
The Company shall indemnify and hold the Shareholders and Matrix harmless
against and with respect to all claims for brokerage or other commissions
relative to this Agreement or the transactions contemplated hereby, based in any
agreements, arrangements, or understandings claimed to have been made by the
Company with any third party. Each party to this Agreement represents and
warrants to each other party that it has not dealt with and does not know of any
person, firm or corporation asserting a brokerage, finder's or similar claim in
connection with the making or negotiation of this Agreement or the transactions
contemplated hereby.
16.
ATTORNEY'S FEES. In the event of any litigation among the parties related to
this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees and costs to be fixed by the Court, said fees to include appeal and
collection of Judgment.
17. MISCELLANEOUS.
(a)
This Agreement shall be controlled, construed and enforced in accordance with
the laws of the State of Utah.
(b) This Agreement
shall not be assignable by either party without prior written consent of the
other.
Final Reorganization Agreement
Page 6
(c) All paragraph headings herein are
inserted for convenience only. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, which together shall
constitute one and the same instrument.
(d) This
Agreement sets forth the entire understanding between the parties, there being
no terms, conditions, 'warranties or representations other than those contained
herein, and no amendments hereto shall be valid unless made in writing and
signed by the parties hereto.
(e) This Agreement
shall be binding upon and shall inure to the benefit of the heirs, executors,
administrators and assigns of the Shareholders and Matrix and upon the
successors and assigns of the Company.
(f) All
notices, requests, instructions, or other documents to be given hereunder shall
be in writing and sent by registered mail:
If to the Shareholders or
Matrix:
with copies to:
Matrix Technologies,
Inc.
F. Lynn Estep, Jr.
1020 Bay Area Boulevard, Suite
112
2001 Bryan Tower, Suite 815
Houston, Texas
77058
Dallas, Texas 75002
If to the Company:
Cozmal Technology,
Inc.
c/o Leonard W. Burningham
47 West Second South, Suite 460
Salt
lake City, Utah 84101
IN WITNESS WITEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above
written.
MATRIS TECHNOLOGIES,
INC.
SHAREHOLDERS IDENTIFIED
IN
EXHIBIT A, ATTACHED HERETO.
By: Albert H. Bieser,
President
By: Albert H. Bieser, Attorney-in-fact
Attest: F. Lynn Estep, Jr.,
Secretary
COZMAL TECHNOLOGH, INC.
By: Jannette Nikas, Vice
President
Attest: Sheryl Ross, Secretary
Final Reorganization Agreement
Page 7
EXHIBITS
EXHIBIT A, SCHEDULE A-2, Page 1
LIST OF PRIVATE PLACEMENT
INVESTORS
MATRIX TECHNOLOGIES, INC.
Rule 144 Legend
| Shareholder Name |
Number of Shares |
J. Jaffas & Co., Ltd.
C/O John A. Hilton
40 rue du
Rhone
1204 Geneva Switzerland |
30,000 Shares |
Snow Investments, S.A.
C/O Hoogewerf & Co., S.A.
B.P. 878
Luxembourg |
29,000 Shares |
Castelo Investments, Ltd.
C/O Givens Hall Bank & Trust
Co.
P.O. Box 2097
Georgetown, Grand Cayman, BWI |
20,000 Shares |
Gordian Investments, Ltd.
C/O Givens Hall Bank & Trust
Co.
P.O. Box 2097
Georgetown, Grand Cayman, BWI |
10,000 Shares |
Annie Laurie Auersperg Kneissl
1215 5th Avenue
New York, New
York 10029 |
10,000 Shares |
Sydney Lazard
P.O. Box 196
Clark Road
Sandisfield,
Massachusetts 01255 |
10,000 Shares |
Max Tanner
2950 East Flamingo Road, Suite G
Las Vegas, Nevada
89121 |
10,000 Shares |
Mike Tanner
7300 Highland Valley Road
Boise, Idaho 83712 |
10,000 Shares |
Imaging Products, Inc.
10878Westheimer, Suite 178
Houston, Texas
77042 |
20,000 Shares |
World Securities. Ltd.
P.O. Box 1040, Westwind
Building
Georgetown, Grand Cayman, BWI |
71,000 Shares |
| Total Private Placement Shares |
220,000 Shares |
EXHIBIT A, SCHEDULE A-3 - Page 1
OPTIONHOLDER
LIST
MATRIX TECHNOLOGIES, INC.
Rule 144 Legend
| Optionholder Name |
Number of Shares |
Albert H. Bieser
P.O. Box 788
Seabrook, Texas 77586 |
623,648 Shares |
F. Lynn Estep, Jr.
2001 Bryan Tower, Suite 815
Dallas, Texas
75002 |
572,256 Shares |
Gary Bell
16431 Heathdale
Houston, Texas 77059 |
446,624 Shares |
Dr. Michael C. Trachtenberg
18543 Prince William Road
Houston,
Texas 77058 |
165,861 Shares |
R. Bradford Perry
1110 Anne Street
Houston, Texas 77055 |
88,203 Shares |
John L Petersen
17519 Teal Forest Lane
Spring, Texas 77379 |
72,000 Shares |
Corporate Capital International, Ltd.
1937 Portsmouth
Houston,
Texas 77098 |
50,000 Shares |
Barbara Bieser
P.O. Box 788
Seabrook, Texas 77586 |
44,101 Shares |
Dr. David Smith
Haight Ashbury Free Clinic
409 Clayton
Street
San Fransisco, California 94117 |
8,939 Shares |
Cardwell C. Nuckols
3625 Dubs Dread Circle
Orlando, Florida
32804 |
8,485 Shares |
Debra Minor
1221 Redford, #505
Houston, Texas 77034 |
5,292 Shares |
Dr. David Ohlms
11745 Olive Street Road
St. Louis, Missouri
63141 |
4,472 Shares |
