HomeMy WebLinkAboutConsent to Assignment Ratified 05/21/2014AMY NEAVILIN, CPA
CLERK OF CIRCUIT COURT 8 COMPTROLLER
DATE: June 17, 2014
TO: Peter Horton,
Director of Airports
ATTN.- Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM.• Lindsey Ballard, D. C�f
At the May 21, 2014, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
I m C4 Approval of an amendment to the Jet Lag Accessories, LLC lease.
Item C6 Ratification of the Consent to Assignment of Lease from Conch Flyer, Inc. to Conch
Flyer Concessions, LLC with the exhibits to the document now attached.
Enclosed is a duplicate original of the above mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney
Finance
File ✓
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax. 305 - 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax. 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146
CONSENT TO ASSIGNMENT OF LEASE
This Consent to Assignment is entered into this 16th day of April, 2014, by and between
Monroe County, a political subdivision of the State of Florida, hereafter County, Conch Flyer Inc,
a Florida Corporation, joined by John Richmond (Shareholder), hereafter Assignor, and Conch
Flyer Concessions, LLC, hereafter Assignee, the parties agreeing as follows:
The County leases retail spaces 216, 219, 221 and 221A located within the passenger
ticketing terminal and retail spaces 143, 144 and 144A located within the secure
passenger departure area at Key West International Airport through a Contract of
Lease dated April 18, 1983, and amended on January 23, 1985, October 7, 1992,
April 8, 1998, May 19, 2004 and April 19, 2006.
2. Article XIX of the Original Lease Agreement provides that the Lessee may assign the
Lease with written approval of the Board of County Commissioners for Monroe
County.
3. Assignor and Assignee have entered into an Agreement for Purchase and Sale of
Assets, attached as Exhibit A which contract includes an assignment to Assignee of
all the Assignor's right, title and interest in the Lease.
4. In consideration of its consent to the assignment from the Board of County
Commissioners for Monroe County, the Assignee agrees to be bound by all the terms
and conditions of the original Agreement and Lease Renewals.
AMY HEAVILIN
CLERK
Clerk
WITNESSES:)
Cin Sawyer
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
ASSIGNEE — CONCH FLYER CONCESSIONS, LLC.
WITNESSES:
MQ E COU Z NEY
R ED M
PEDRO
ASSISTANT OUNEY
Ma i
h. ..
ASSET PURCHASE AGREEMENT
by and among
CONCH FLYER, INC.
( "SELLER")
JOHN RICHMOND
( "SHAREHOLDER ")
and
CONCH FLYER CONCESSIONS, LLC
( "PURCHASER")
Dated as of March .
EXHIBIT A.
TO CONSENT TO ASSIGNMENT OF LEASE
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement') is made as of this dayofMarch,
2014, by and among Conch Flyer, Inc., a Florida corporation, (hereinafter "Seller "), joined
by John Richmond (hereinafter "Shareholder') and Conch Flyer Concessions, LLC, a
Florida limited liability company (hereinafter referred to as the "Purchaser ")
WHEREAS, the Seller desires to sell to the Purchaser substantially all of the assets,
properties and rights owned by the Seller and used by the Seller exclusively in connection
with the Seller's food and beverage business (the "Business ") operating at the Key West
International Airport (the "Premises');
WHEREAS, the Purchaser is an airport food, beverage and retail operator acquiring
substantially all of the assets, properties and rights owned by the Seller and used by the Seller
exclusively in connection with the Business, but none of the liabilities of Seller (including
liabilities of the Business), except as specifically provided for herein, and the Purchaser
desires to purchase such assets, properties and rights, all upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINED TERMS
Intentionally Omitted
ARTICLE 2
SALE OF ASSETS
2.1 Sale of Purchased Assets Subject to the terms and conditions hereinafter stated, the
Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser and the Purchaser
hereby agrees to purchase and accept from the Seller, effective as of the Closing Date, all
right, title and interest of the Seller in and to the Purchased Assets. For all purposes of this
Agreement, "Purchased Assets" refers to all of the following items, in each case as in
existence on the Closing Date:
(a) All transferrable governmental permits related to the Business and/or the Purchased
Assets, including, but not limited to, those governmental permits listed on Exhibit A attached
hereto;
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(b) The lease and amendments thereto for the Business (the "Lease') by and between
Seller and the Key West International Airport Authority (the "Authority');
(c) Intentionally omitted;
(d) All material sales support and promotional materials, advertising materials and
production, sales and marketing files solely related to the Business;
(e) All supplier lists, production records, sales records, and available credit records
maintained solely in connection with the Business, to the extent that such records may be
transferred in accordance with applicable law;
(f) All intangible assets solely related to the Business, including, but not limited to, oral
and written contracts, including, but not limited to, the contracts listed on Exhibit C the
ongoing commercial relationships with the customers identified in Exhibit B attached hereto,
franchisee rights pursuant to state and/or federal law, including, but not limited to, franchise
rights pursuant to Florida laws, licenses and sublicenses, intellectual property, proprietary
knowledge, technical information, know -how, trade secrets, specifications for materials,
quality control data, processes (whether secret or not), methods and other similar know -how
or rights related solely to the Business and effective as of the Closing Date, all common law
and registered trademarks of the Seller, including, without limitation, those registered
trademarks listed on Exhibit D and any trade names and domain names of the Seller shall be
sold, assigned, transferred and delivered by the Seller to Purchaser;
(g) All other tangible assets, which assets are used regularly in the conduct of the
Business; and
(h) The Business as a going concern.
2.2 Excluded Assets Notwithstanding anything to the contrary herein, Seller shall not
contribute, convey, assign, or transfer to Purchaser, and Purchaser shall not acquire, any assets
(the "Excluded Assets'l of Seller other than those specifically set forth in Section 2.1.
Without limiting the generality of the foregoing, unless specifically set forth in Section 2. 1,
the following shall constitute Excluded Assets:
(i) All cash, cash equivalents and securities of Seller;
(ii) All bank and other depository accounts and safe deposit boxes of Seller,
(iii) All corporate records and minute books of Seller; and
(iv) Refunds of income, franchise, employee and tangible property taxes; and
(v) Tax loss carry forwards relating to any period or portion thereof ending on or
prior to the Closing Date.
2.3 Retention of Liabilities Seller shall be liable for all of the liabilities of the Business
arising and/or accruing prior to the Closing Date including, but not limited, to the following:
(i) Claims made by customers for discounts, volume incentives or rebates,
tailored customer sponsorships or consumer promotions occurring prior to the Closing
Date, whether or not an accrual was maintained by Seller in the ordinary and usual
course of the operation of the Business against sales which have occurred prior to the
Closing Date. In addition, except as otherwise specifically provided in this
Agreement, it is understood that the Seller shall be liable to the providers thereof for
all services actually performed and for all deliveries of materials and Inventory
actually received, in each case prior to the Closing Date and that the Purchaser shall be
liable to the providers thereof for all services actually performed and for all deliveries
of materials and inventory actually received, in each case on or after the Closing Date;
(ii) Liabilities related to any equitable, contractual, tort or statutory claims against
Seller accruing prior to the Closing;
(iii) Liabilities related to any claim against Seller for acts and/or omissions which
occurred prior to the Closing even if the cause of action arose after Closing; and
(iv) Liabilities for taxes accruing prior to the Closing, except as otherwise provided
in Section 2.5 hereof.
The parties agree that all trade accounts payable which accrue on or prior to the Closing Date
shall be the sole responsibility of Seller. Purchaser shall be solely responsible for any and all
trade accounts payable, which relate to transactions that arise after the Closing Date.
2.4 Purchase Price
The total consideration to be paid by Purchaser for the Purchased Assets shall be the payment
by Purchaser of an aggregate amount equal to four million nine hundred thousand dollars
($4,900,000) (the "Purchase Price "), payable as follows:
Deposit due within two (2) business days of the approval by the Monroe
County Board of Commissioners of the lease assignment from Seller to
Purchaser which Deposit will held in escrow by Stones & Cardenas,
Attorneys at Law ...... ............................... $150,000.00
Balance to close, by cashier's check or wire transfer, subject to adjustments
or proration ........ ............................... $4.750.000.00
TOTAL:
$4,900,000.00
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2.5 Personal Provertv Taxes.
(a) All state, county and local ad valorem taxes on personal property shall be apportioned
between Purchaser and Seller as of 11:59 p.m. on the Closing Date, computed on the basis of
the fiscal year for which the same are levied. In the event the Purchaser shall receive bills
after the Closing Date for expenses incurred prior to the Closing Date that were not prorated
in accordance with this Section 2.5(a), then Purchaser shall promptly notify the other party as
to the amount of the expense subject to proration and the responsible party shall pay its
portion of such expense (or, in the event such expense has been paid on behalf of the
responsible party, reimburse the other party for its portion of such expenses).
(b) Seller shall have the right (at its own expense) to prosecute and continue to prosecute
subsequent to the Closing any pending tax certiorari proceedings [for the intangible personal
property subject] for the tax year in which the Closing occurs and all prior tax years. Any
refunds obtained for such claims for any tax years prior to the tax year in which the Closing
occurs, net of the expenses incurred in obtaining such refunds, shall be paid to Seller.
2.6 Internal Revenue Code Allocation The Seller and Purchaser hereby agree that, prior
to Closing, they shall agree upon the allocation to be given to the Purchase Price in their
respective tax returns reporting the transactions contemplated by this Agreement, in
accordance with the provisions of Section 1060 of the Internal Revenue Code and will not
take any actions inconsistent with such allocation:
Class II $2,000,000 (furniture, fixture and equipment)
Class IV & V $2,900,000 (goodwill)
2.7 Prepaid Expenses. The following expenses related to the Business have been
prepaid by Seller and shall accrue to the benefit of the Purchaser at closing without proration
or refund to Seller:
(a) Public`liability insurance for the period September 15, 2013 to September 15, 2014, in
the total amount of $13,106.20 (paid 9 -9 -2013 by check no. 3830); and
(b) Annual fees for the period April 1, 2014 through March 31, 2015 in the total amount
of $1,350.00 (paid 3 -10 -14 by credit card) for renewal of State of Florida 6COP Alcoholic
Beverage License No. BEV 54 -00515 (including tobacco sales); and
(c) Annual fees for the period September 30, 2013 to October 1, 2014, in the total amount
of $646.00 for renewal of State of Florida Food Service License No. SEA 54 -28063 (Conch
Flyer); and License No. SEA 54 -01459 (Last Call Beach Bar).
(d) Annual business license fees for the period October 1, 2013 to September 30, 2014, in
the total amount of $369.75 paid to Monroe County, Florida, and to the City of Key West,
Florida, for the Conch Flyer and Last Call Beach Bar.
(e) Pinnacle Hospitality Systems POS terminal service contracts: (i) for the period
February 1, 2014 to February 1, 2015, in the amount of $1,800.00 (Conch Flyer); and (ii) for
the period July 1, 2013 to July 1, 2014, in the amount of $1,400.00 (Last Call Beach Bar).
(f) Food, beverage and supplies inventory of no less than Twenty Thousand Dollars and
No Cents ($20,000.00).
ARTICLE 3
WORKING CAPITAL
Intentionally omitted
ARTICLE 4
CLOSING
4.1 Time and Place The Closing of the transactions contemplated by this Agreement shall
take place on or before April 30 , 2014 at the offices of Vila, Padron & Diaz, P.A., 201
Alhambra Circle, Suite 702, Coral Gables, Florida 33134 unless another date and place is
mutually accepted (the actual date of the Closing, the "Closing Date "). If the Closing Date
falls on a holiday, Saturday or Sunday, the Closing Date shall be moved to the next business
day.
4.2 Deliveries by the Seller At the Closing, the Seller shall deliver (or cause to be
delivered) to the Purchaser the following:
(a) With respect to the Purchased Assets to be sold by the Seller, a Bill of Sale in the form
set forth in Exhibit E attached hereto, that has been executed by the Seller
(b) With respect to the transfer of the Seller's rights in the trademarks listed on Exhibit D
to Purchaser, a Trademark Assignment in favor Purchaser in substantially the same form as
Exhibit F.
(c) copies of resolutions duly adopted by the Board of Directors of the Seller and Seller's
shareholder(s), authorizing and approving the execution and delivery of this Agreement by
Seller and the consummation of the transactions contemplated hereby, certified by an
executive officer of Seller;
(d) An Assignment of Contracts in substantially the same form as Exhibit G attached
hereto;
(e) Evidence, in form and substance reasonably satisfactory to Purchaser and its secured
lenders, that any Liens encumbering all of any portion of the Purchased Assets have been, or
concurrently with the Closing, will be released; and
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(f) An assignment and assumption of the Lease duly acknowledged and accepted by the
Authority and the Monroe County Board of Commissioners wherein the Board acknowledges
that Seller has met all of its obligations under the Lease, including capital improvements of
$1,000,000.
4.3 Deliveries by Purchaser At the Closing, the Purchaser shall deliver (or cause to be
delivered) to the Purchaser the following
(a) The entire balance of the Purchase Price made payable to the Seller by wire transfer;
and
(b) Copies of resolutions duly adopted by the Board of Directors of the Purchaser and
Purchaser's shareholder(s) / member(s), authorizing and approving the execution and delivery
of this Agreement by Purchaser and the consummation of the transactions contemplated
hereby, certified by an executive officer of Purchaser.
4.4 Third Party Consents The Seller agrees to cooperate in good faith with Purchaser's
efforts to obtain any third party consents required for the valid assignment and transfer of
Seller's rights and interest in any permits from and contracts with any third parties, including,
but not limited to, the governmental permits listed on Exhibit A and the contracts listed on
Exhibit C. The Purchaser acknowledges and understands that no representations have been
made by the Seller as to whether such permits and/or third party contracts are assignable.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
OF THE SELLER AND SHAREHOLDER
The Seller and the Shareholder hereby represents and warrants to the Purchaser as of the date
hereof as follows:
5.1 Corporate Organization and Authority, Owne rship and Other Ventures.
(a) Seller is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with all requisite corporate power and authority to own, lease
and operate its properties and assets and to conduct its business as now being conducted.
Seller is duly qualified or licensed to do business as a foreign organization in, and is in good
standing in, each jurisdiction in which the nature of the Business or the ownership of the
Purchased Assets requires it to be so qualified or licensed.
(b) All of the issued and outstanding capital stock of each Seller is owned by Shareholder
and in the respective amounts set forth on Schedule 1. Seller does not owns of record or
beneficially any equity interest in any other Person (other than a Seller), nor is it a partner or
member of any partnership, limited liability company, joint venture or similar arrangement or
agreement.
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5.2 Authori . Seller has full power and authority to enter into this Agreement and each of
the other agreements, certificates, instruments and other documents to be executed and
delivered in connection with this Agreement (collectively the "Transaction Documents ")
to which it is a party and to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the other Transaction Documents by
Seller and the performance by Seller of its obligations hereunder and thereunder have been
duly authorized, and no other proceedings on the part of Seller are necessary to authorize
such execution, delivery and performance. This Agreement and the other Transaction
Documents to which Seller is a party have been or will be duly and validly executed and
delivered by Seller and, assuming the due execution and delivery of this Agreement and
the Transaction Documents by Purchaser, constitutes or will constitute valid and binding
legal obligations of Seller that is a party thereto, enforceable against Seller in accordance
with their respective terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights in general and subject to general principles of equity and
the discretion of courts in granting equitable remedies. There are no claims pending or, to
Seller's knowledge, threatened against Seller which seek to enjoin or rescind the
transactions contemplated by this Agreement or otherwise prevent Seller from complying
with the terms and provisions of this Agreement.
5.3 No Violation The execution, delivery and performance by Seller of this
Agreement and the other Transaction Documents to which it is a party do not and will not,
(a) conflict with or result in any violation of, or constitute a breach of any provision of the
organizational documents of Seller, (b) except for the authority consent and approvals,
conflict with, or result in a violation of or constitute a breach or default under, or permit
the termination of, or entitle any other Person to accelerate any obligation, or result in the
loss of any benefit, or give rise to the creation of any lien upon any of the Purchased
Assets under the terms, conditions or provisions of any license, IP License, the Lease or
any Material Contract, (c) violate any applicable law, or (d) constitute an event which,
after notice or lapse of time or both, could result in any of the foregoing.
5.4 Financial Statements and Condition Attached hereto as Schedule 2
are true and complete copies of (i) the unaudited, consolidated balance sheets of Seller for
the fiscal years ended September 30, 2010, 2011, and 2012 and the related unaudited
statements of income for each of the twelve (12) month periods then ended and (ii) the
unaudited, consolidated balance sheets of Seller as of September 30, 2012 (collectively,
the " "Financial Statements'). The Financial Statements have been prepared in
conformity with US GAAP consistently applied, during the periods presented, and are
derived from Sellers' books and records (which books and records are accurate and
complete), and the Financial Statements present fairly, in all material respects, the
financial position and results of operations of Sellers as of the date and for the time
periods specified therein.
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5.4 Absence of Certain Changes or Events
(a) Intentionally omitted.
(b) Except with respect to matters relating to the proposed sale of the Purchased Assets
and the Business and except as contemplated by this Agreement and the Transaction
Documents, Seller has conducted the Business in the ordinary course of business and, without
limiting the foregoing, no Seller has:
(i) Incurred any liabilities, other than liabilities incurred in the ordinary course of
business, or discharged or satisfied any lien, or paid any liabilities, other than in the
ordinary course of business, or failed to pay or discharge when due any liabilities of
which the failure to pay or discharge has caused or is reasonably likely to cause any
material damage or risk of material loss to it or any of its assets or properties;
(ii) (A) other than in the ordinary course of business, including normal merit and
cost of living increases, increased or committed to increase the rate or terms of
compensation (including bonus, termination and severance pay) payable or to become
payable to any of the hired personnel, or (B) entered into any employment agreement
with any hired personnel;
(iii) Executed, amended, cancelled or terminated any Material Contract;
(iv) Executed any lease (for real or personal property) involving annual payments
in excess of $5,000;
(v) (A) changed any tax reporting or accounting policies or practices of the
Business, including practices with respect to (i) depreciation or amortization polices or
rates, or (ii) the payment of accounts payable or the collection of accounts receivable;
or (B) settled or compromised any tax liability or made or rescinded any tax election;
(vi) (A) created or incurred any indebtedness, (B) assumed, guaranteed, or
endorsed the indebtedness of any other person, or (C) canceled any debt owed to it or
released any claim possessed by it, other than in the ordinary course of business;
(vii) Created or suffered to exist any liens on the Purchased;
(viii) Changed in any material respect any of the business policies, including,
without limitation, credit, advertising, licensing, investment, marketing, pricing,
purchasing, production, personnel, sales, returns, budget and product acquisition
policies, related to the Business;
(ix) Made or authorized any capital expenditures or commitment for capital
expenditures in an amount more than Five Thousand Dollars ($5,000) individually or
Ten Thousand Dollars ($10,000) in the aggregate for additions to properties, plant,
equipment, or intangible capital assets;
(x) Engaged in any transactions with, or entered into any contract with, any
affiliates of any Seller or any shareholder or equity holder of any Seller (other than
another Seller), except to the extent required by law or any then existing agreements;
(xi) Made any loans, advances or capital contributions to, or investments in, any
person or paid any fees or expenses to any shareholder, director, officer, partner, or
affiliate of any Seller, except with respect to payments to, and reimbursement of, fees
and expenses of employees, directors and officers of any Seller in the ordinary course
of business;
(xii) Granted any license or sublicense of any rights under or with respect to any
Company Intellectual Property;
(xiii) Instituted or settled any claim that involved more than Fifty Thousand Dollars
($50,000);
(xiv) Without limiting the foregoing, entered into any material transaction affecting
the Business or any of its assets, operations or financial condition other than
transactions in the ordinary course of business; or
(xv) Agreed, in writing or orally, to do any of the foregoing.
5.6 Compliance with Laws. The Business is being, and in the past three (3) years has
been, conducted in compliance in all material respects with all applicable laws and (b) in the
past three (3) years, no Seller has received any notice from any governmental authority or
person alleging any noncompliance with any applicable laws. Seller has not received any
written, or to Seller's knowledge, oral, claims, notices, orders or directives issued by any
governmental authority with respect to the Business or any of the Purchased Assets. Seller
has nor any of its officers, executives, representatives, agents or employees (i) has used or is
using any corporate funds for any illegal contributions, gifts, entertainment or other unlawful
expenses relating to political activity, (ii) has used or is using any corporate funds for any
direct or indirect unlawful payments to any foreign or domestic government officials or
employees, (iii) has violated or is violating any provision of the United States Foreign Corrupt
Practices Act of 1977, as amended or any similar law under any jurisdiction, (iv) has
established or maintained, or is maintaining, any unlawful fund of corporate monies or other
properties, (v) has made any bribe, unlawful rebate, payoff, influence payment, kickback or
other unlawful payment of any nature or (vi) has violated any anti- boycott provisions of any
applicable law or other applicable laws relating to exports and embargos.
5.7 Payment of Taxes
(a) All taxes due and payable in connection with the operation of the Business or the
Purchased Assets, or asserted by any governmental authority to be due and payable in
connection with the operation of the Business or the Purchased Assets (whether or not shown
on any tax return) have been timely paid other than taxes which are not yet due or owing or
that are being contested in good faith by appropriate proceedings. All tax returns required to
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be filed in connection with the operation of the Business in all jurisdictions in which such tax
returns are required to be filed (after giving effect to any duly obtained extensions of time in
which to make such filings) have been duly and timely filed and are true and complete. Each
Seller has properly and timely withheld and paid all taxes required to have been withheld and
paid in connection with amounts paid or owing to any person and has complied with the rules
and regulations relating to the withholding and remittance of taxes.
(b) There are no tax claims pending or, to Seller's knowledge, threatened in connection
with the Business or the Purchased Assets. No Seller has received from any governmental
authority (including jurisdictions where such Seller has not filed Tax returns) in the past three
(3) years any (i) notice indicating an intent to open an audit or other review, (ii) request for
information related to tax matters, or (iii) notice of deficiency or proposed adjustment for any
amount of tax proposed, asserted, or assessed by any governmental authority against such
Seller. No claim has been made by any governmental authority in the past three (3) years in a
jurisdiction where any Seller does not file tax returns that such Seller is or may be subject to
taxation by, or required to file any tax return in, that jurisdiction.
(c) There are no liens for taxes on any of the Purchased Assets.
5.8 Assets: Condition.
(a) Seller has good and marketable title to, or a valid leasehold interest in, the Purchased
Assets, free and clear of all liens.
(b) The tangible personal property included in the Purchased Assets in good working
condition and repair (reasonable wear and tear excepted) and free from material defects. No
person other than Seller owns or utilizes any ofthe Purchased Assets or operates the Business.
5.9 Inventory
(a) All items of inventory of the Business reflected on the Seller's balance sheet(s) are
carried at amounts which reflect valuations pursuant to Sellers' normal inventory valuation
policy of stating inventory at cost on a first -in first -out basis. None of the inventory is subject
to any write -down or write -off. Subject to the reserves reflected on the balance sheet(s), the
inventory is in good and marketable condition, is not obsolete or defective, and is of a quality
and quantity useable or saleable in the ordinary course of business, and the quantities of
inventory are sufficient, consistent with the past practices of the Business, to operate the
Business. All inventory is located at or on the Premises.
(b) To Seller's knowledge, all of the inventory is, to the extent applicable: (i) in
compliance in all material respects with (A) the Federal Food, Drug, and Cosmetic Act (the
"FDA "), all acts amending or supplementing the FDA and any other Applicable Laws, and (B)
the pure food and drug laws of Florida, (ii) will not be adulterated or misbranded within the
meaning of the FDA or such state laws, (iii) will not be prohibited from being introduced into
interstate commerce in the United States under the provisions of the FDA, and (iv) will not
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contain a hazardous substance or a banned substance within the meaning of the FDA or such
state laws.
5.10 Brokers' Fees and Commissions Neither Seller nor any other person by or on behalf
of any Seller has engaged any investment banker, broker or finder in connection with the
transactions contemplated hereby.
5.11 Intellectual Property Schedule 3 sets forth a complete and correct list of registered
intellectual property and pending applications for registration of intellectual property,
material unregistered marks, registered copyrights and Internet domain names (the
"Company Intellectual Property' ). All fees due as of the date hereof associated with
maintaining any Company Intellectual Property have been paid in full in a timely manner
to the proper governmental authority, and all actions required as of the date hereof
associated with maintaining any Company Intellectual Property have been taken, and no
such fees are due, and no such actions are required, within the three (3) month period after
the Closing Date.
(a) Seller owns and possesses all right, title and interest to, or has a valid and enforceable
right or license to use, all of the Company Intellectual Property;
(b) Except pursuant to the terms of an IP License, no Seller pays or receives any royalty
from anyone under any of the Company Intellectual Property, nor have any of them licensed
anyone to use any of the Company Intellectual Property;
5.12 Contracts
Schedule 4 lists all of the following contracts to which any Seller is a party or is bound and
that relate to the Business (collectively, "Material Contracts"):
(a) Any contract pursuant to which Seller (a) grants to any third party any right, license or
right to license, option or right of first refusal or negotiation with respect to any Company
Intellectual Property or (b) except with respect to off - the -shelf software, receives from a third
party any right, license or right to license, option or right of first refusal or negotiation with
respect to Company Intellectual Property, including, without limitation, the IP Licenses;
(b) Any contract that involves expenditures (or commitments to make expenditures) of the
Business in excess of $5,000 annually, including, without limitation, contracts for the
purchase of goods or services by Seller;
(c) Any contract that involves a sharing of profits, losses, costs, or liabilities by the
Business with any other person;
(d) Any contract that contains covenants that in any way purport to restrict the business
activity of the Business (or any part thereof) or limit the freedom of the Business (or any part
thereof) to engage in any line of business or to compete with any person;
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(e) Any contract for capital expenditures in excess of $5,000 annually;
(f) Any contract which involves supply or requirements obligations;
(g) Any contract for which indemnification obligations exist on the part of any Seller
(other than customer contracts in the ordinary course of business and EP Licenses);
(h) Any contract which provides for warranties or return of product (other than in the
ordinary course of business), rebates, sharing of fees, grant of discounts, "most favored
nations clauses ", grant of exclusivity or similar arrangements;
(i) Any contract which provides for consignment or similar arrangement;
0) Any contracts relating to Indebtedness or to the granting by Seller of a Lien on any of
the Purchased Assets, or any guaranty by any Seller of any obligation in respect of borrowed
money or otherwise;
(k) Any employment, confidentiality and non- competition contracts with any employee,
officer, consultant, or management advisor which involve annual payments by any Seller in
excess of $5,000;
(1) Any contracts pursuant to which Seller is a lessor or a lessee of any personal property,
or holds or operates any personal property owned by another Person which involves annual
payments by Seller in excess of $1,000;
(m) Any contracts providing for severance, retention, change in control or other similar
payments;
(n) Contracts with any current or former officer, director, shareholder or affiliate of Seller,
or
(o) Any contract that is an amendment, supplement or modification (whether oral or
written) in respect of any of the foregoing.
Complete copies of each Material Contract required to be identified on Schedule 4, including
amendments, waivers, or other changes thereto, have been made available to Buyer. In the
case of each oral Material Contract, Schedule 4 also includes a brief description of such
Material Contract. All Material Contracts are in full force and effect and are legal, valid and
binding upon Seller which is a party thereto, and, to Seller's knowledge, except as set forth in
Schedule 4. enforceable against the other parties thereto in accordance with their respective
terms. Except as set forth in Schedule 4. no Seller is in material breach or default under any
Material Contract to which it is a party. Except as set forth in Schedule 4. to Seller's
knowledge, no other party to any Material Contract is in default thereunder, nor does any
condition exist or has any event occurred which, with notice or lapse of time or both, would
constitute a material breach or default by Seller under any Material Contract to which it is a
13
party, or, to the knowledge of Seller, by any other party thereunder. Seller has not received
any notice of any Person's intent to terminate or materially amend any Material Contract.
5.13 Litigation Except as set forth in Schedule 5 , there are no, and in the past three (3)
years there have been no, claims, actions, demands, audits, investigations, arbitrations,
judgments, suits or proceedings, of any kind whatsoever, at law or in equity (collectively,
"Claims ") pending or, to Seller's knowledge, threatened, by or against any Seller
involving, affecting or relating to the Business or the Purchased Assets, which involve or
involved more than Five Thousand Dollars ($5,000). Seller nor any of the Purchased
Assets is subject to any Judgment.
5.14 Licenses Seller possesses all of the material licenses, permits, quotas, authorizations,
franchises, registrations, consents, waivers, variances, certifications and other approvals
from any governmental authority ( "Licenses') necessary for the conduct of the Business,
which Licenses are listed in Schedule 6 . The Business is and in the past three (3) years has
been in compliance in all material respects with the Licenses. All Licenses are currently in
full force and effect, and except as set forth on Schedule 6, none of the Licenses will lapse,
terminate, expire or otherwise be impaired as a result of the consummation of the
transactions contemplated hereby. Seller has not received during the past three years any
written notice alleging any noncompliance with any License, except as set forth in
Schedule 6.
5.15 Emolovee PI
(a) Identification. Set forth in Schedule 7 is a true and complete list of all (i) employee
benefit plans (as defined in Section 3(3) of ERISA) and (ii) bonus (including transaction
bonus), incentive compensation, equity or equity- based, stock appreciation right, phantom
stock, restricted stock, restricted stock unit, performance stock, performance stock unit,
employee stock ownership, stock purchase, equity or equity- based, deferred compensation,
change in control, employment, noncompetition, nondisclosure, vacation, holiday, sick leave,
retention, severance, retirement, savings, pension, money purchase, target benefit, cash
balance, excess benefit, supplemental executive retirement, profit sharing, life insurance,
cafeteria (Section 125), adoption assistance, dependent care assistance, voluntary employees
beneficiary, multiple employer welfare, medical, dental, vision, severance, change in control,
multiple employer welfare, supplemental unemployment compensation, accident, disability,
fringe benefit, welfare benefit, paid time off, employee loan, and salary continuation plans,
programs, policies, agreements, arrangements, commitments, practices, contracts, associations
and understandings (written or unwritten) including without limitation, any trust, escrow or
other agreement related thereto and any similar plans, programs, policies, agreements,
arrangements, commitments, practices, contracts and understandings (written or unwritten), in
each of the foregoing cases which cover, are maintained for the benefit of, or relate to any or
all of the hired personnel (the "Employee Planet.
(b) Documentation. True and complete copies of the following documents with respect to
each Employee Plan have been provided to Buyer, as applicable: (i) the plans and related trust
14
documents, insurance contracts or other funding arrangements and all amendments thereto,
(ii) the Forms 5500s and all schedules thereto for the most recent two (2) years, (iii) the most
recent valuation report, including any FAS 106 report; (iv) the most recent IRS determination
or opinion letter, (v) the most recent summary plan description and subsequent summaries of
material modifications, (vi) the most recent financial statements, and (vii) written summaries
of all material terms of unwritten Employee Plans.
5.16 Labor and Employee Matters
(a) Seller is not a party to, or otherwise bound by, a collective bargaining agreement (or
any other agreement with any labor organization), which covers any of the Hired Personnel,
except to the extent constituting the Excluded Assets. During the past three years, the
Business has not experienced any material work stoppage, labor dispute, grievance,
slowdown, lockout or strike, and to Sellers' knowledge, none has been threatened against
Seller. Except as set forth in Schedule 8 there is no, and in the past three (3) years there has
been no, controversies, grievances or claims, or to Sellers' knowledge, threatened
controversies, grievances or claims, by any employee or former employee of any Seller with
respect to his or her employment, termination of employment, compensation or benefits (other
than routine claims for benefits under the Employee Plans in the ordinary course of business).
(b) Except as set forth in Schedule 9. Seller is not currently a party to, nor bound by any
Contract for the employment of any hired personnel which involves annual payments (salary
and bonus) in excess of $5,000.
(c) Schedule 10 sets forth a list of all employees of Seller who perform services
exclusively for the Business as of March 15, 2014.
(d) Seller has provided Purchaser with access to copies of all manuals, written policies or
similar documents of any Seller which are material to Business and the Purchased Assets
regarding compensation, benefits, perquisites, and personnel matters (except to the extent
constituting part of Excluded Assets hereunder).
(e) Seller currently has completed and maintains in its files Form 1 -9s with respect to each
of its employees that it is required by applicable law to have I -9s for. In the past three (3)
years, no Seller has received any notice, judgment or other communication from any
governmental authority that any of its employees has a name or social security number that
does not match the name or Social Security Number maintained by such governmental
authority. All employees of Seller working in the United States are legally authorized to work
in the United States.
5.17 Hazardous Substances
(a) The Business is in compliance in all material respects with all environmental laws,
including, without limitation, laws relating to emissions, discharges, releases or threatened
releases of toxic or hazardous substances or hazardous wastes or other pollutants,
contaminants, petroleum products or chemicals, including, without limitation, gasoline, diesel
lE
fuel or other petroleum hydrocarbons, polychlorinated biphenyls or asbestos (collectively,
"Hazardous Substances'l into the environment (including, without limitation, ambient air,
surface water, ground water, land surface or sub surface strata) or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Substances.
(b) To Seller's knowledge, there are no polychlorinated biphenyls, urea formaldehyde or
asbestos generated, treated, stored, disposed of, or otherwise deposited in, incorporated into or
located on the premises where the Business is operated (including the buildings and
improvements a part thereof).
(c) All Hazardous Substances not in current, usable inventory has been removed from the
Business premises and disposed of in compliance with Applicable Laws;
(d) In the past five (5) years, Seller has not received, any notice, order or other
communication from any governmental authority, citizens' group, employee or other person
claiming that it is or may be liable for personal injury or property damage related to any
release, treatment, storage or disposal of, or exposure to, any Hazardous Substance.
5.18 Sufficiency of Assets Except for the Excluded Assets and the products and services
which Seller obtains from third parties as disclosed herein, the Purchased Assets constitute
all of the assets used by Sellers to conduct the Business as is presently conducted. All of
the equipment is located at the Premises.
5.19 Supplie Schedule 11 sets forth the five (5) largest suppliers in terms of purchases
(collectively, "Material Suppliers'l of Business on a consolidated basis, in each case for
the twelve (12) months ended March 15, 2014. To Seller's knowledge, there will be no
material adverse change in a relationship with any Material Supplier as a result of the
transactions contemplated by this Agreement.
5.20 Insurance Schedule 12 contains an accurate and complete list of all material
insurance policies owned, held by or applicable to Seller or the Business (including its
respective assets or business). All such policies are in full force and effect, all premiums
that are due and payable with respect thereto have been paid, and no written notice of
denial of coverage, cancellation or termination has been received with respect to such
policies. Following the Closing, all such material insurance policies will remain in full
force and effect with respect to periods prior to Closing. To Sellers' knowledge, no event
has occurred, including, without limitation, the failure by any Seller to give any notice or
information or any Seller giving any inaccurate or erroneous notice or information, which
limits or impairs the rights of any Seller under any such material insurance policies.
521 Indebtedness Schedule 13 sets forth a listing of all indebtedness of Seller and the
contracts and instruments under which such indebtedness exists.
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5.22 Related Party Transactions No employee, officer, director, or shareholder or equity
holder of any Seller, any member of his or her immediate family or any beneficiary of any
shareholder or equity holder of any Seller (each a "Related Person "): (i) owes any amount
to any Seller nor does any Seller owe any amount to, or has any Seller committed to make
any loan or extend or guarantee credit to or for the benefit of any Related Person (other
than any participant loans under any Employee Plan and any payments to, and
reimbursement of fees and expenses of, employees, directors and officers of such Seller in
the ordinary course of business); (ii) owns any property or right, tangible or intangible, that
is used by any Seller in the operation of the Business; or (iii) has any claim or cause of
action against any Seller relating to the Business, other than claims for accrued
compensation or benefits arising in the ordinary course of employment or under any
Employee Plans.
ARTICLE 6
COVENANTS OF SELLER
6.1. Covenants of Seller During the period prior to the Closing, the Seller will comply
with all covenants of Sections 6.1(a) and (b), and during the period at and after the Closing,
the Seller will comply with the covenants of Section 6.2 (a) and (b), except to the extent the
Purchaser may otherwise consent in writing.
(a) Conduct of Business From the date of this Agreement until Closing and except for the
transactions specifically contemplated by this Agreement, Seller shall, with respect to the
Business:
(i) (A) conduct the Business in the ordinary course of business, (B) use
reasonable efforts to retain in its employ all of its key and other employees and
(C) use reasonable efforts to preserve its goodwill and relationships with
suppliers, customers, brokers and others having business relations;
(ii) not: (A) except in the ordinary course of business, sell, assign, lease or
otherwise transfer or dispose of any of the Purchased Assets, (B) except in the
ordinary course of business, forgive or compromise any obligations of others
or claims against others, or (C) mortgage, pledge or subject any of the
Purchased Assets to a lien;
(iii) (A) not amend, renew, terminate or enter into or become a party to any
contract or agreement under which the value of services to be performed by or
for it or the cost of goods and services to be sold to or by it under any one such
contract or agreement may exceed $1,000; (B) not enter into or become a party
to any loan, letter of credit or other debt agreement (other than extensions of
credit in relation to purchases of inventory in the ordinary course of business
consistent with prior practices), or incur, assume or guarantee any obligation
for borrowed money, other than any such which are not to be assumed by
Purchaser and which do not impose Liens on any of the Purchased Assets;
17
(iv) not make any alteration in the manner of keeping its books, accounts or
records or in the accounting practices therein reflected, unless required by
generally accepted accounting principles; and
(v) not make any change in the Business, or enter into any transaction,
which is not in the ordinary course of business.
(b) Access and Information Prior to Closing Seller and its directors, officers, employees
and agents shall cooperate fully with Purchaser and its directors, officers, employees and
agents to ensure the prompt and complete availability of all records and information of Seller
(including any periodic internal financial statements prepared in the ordinary course) that
Purchaser may reasonably request. Seller, subject to existing confidentiality agreements,
shall, upon the request of the Purchaser, provide written authorizations to all parties having
information regarding Seller, authorizing them to release such information to Purchaser for
review and/or copying, and requesting that they cooperate fully with Purchaser.
6.2 Post - Closing Requirement The Seller agrees that it shall take or shall cause to
be taken, the following post - closing:
(a) Continuing Assistance Subsequent to the execution of this Agreement and the
Closing, Seller will provide to Purchaser whatever reasonable assistance the Purchaser
reasonably requests in connection with the transfer of ownership and control of the Purchased
Assets and the consummation of the transactions contemplated by this Agreement. After the
Closing, the Seller will provide such cooperation as Purchaser may request in connection with
any proceeding, investigation, examination, audit, action or other similar matter involving
such Purchaser which may require information relating to the Business and its operations prior
to the Closing. Seller will not, and will cause its affiliates not to, dispose of, alter or destroy
any books and records and other materials for a period of three (3) years after the Closing.
Seller will provide Purchaser with six (60) days prior written notice of any disposition,
alteration or destruction of such records. Within 60 days following the receipt of such notice
by Purchaser, Purchaser may elect, at its expense, to examine, duplicate or repossess such
books and records and similar material.
(b) Internet Domain Names Within twenty (20) days after the Closing, the Seller
shall take (or cause to be taken) whatever action is necessary to properly and validly assign
to the Purchaser any and all rights, title and interests the Seller may have in any domain
names, or to otherwise assist the Purchaser in obtaining the exclusive ownership interest in
such domain names.
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ARTICLE 7
SURVIVAL; INDEMNIFICATION BY SELLER AND SHAREHOLDER
7.1 Survival of Representations and Warranties No party or other person entitled to
indemnification under this Article 7 shall commence any suit or proceeding alleging an
indemnity claim ( "Indemnity Claim'j under Section 7.2 or Section 7.3 below due to a breach
of any representation or warranty in this Agreement after the twelve -month anniversary of the
Closing Date, except (i) that there shall be no limits on the time for making an indemnity
claim relating to a breach of the representations and/or warranties relating to a party's
authority, the Assets, and/or broker's fees and commissions, (ii) an indemnity claim relating to
a breach of the representations and warranties relating to the payment of taxes] and Hazardous
Substances may be made until the date that is ninety days after the expiration ofthe applicable
statute of limitations period, and (iii) insofar as any party or other person entitled to
indemnification under this Article 7 shall have asserted in writing a specific Indemnity Claim
prior to the expiration of such twelve -month period (or longer period as described in this
Section 7. 1), in which event the representations or warranties alleged to have been breached in
such Indemnity Claim shall continue in effect and remain a basis for indemnity solely with
respect to each such asserted claim until such claim is finally resolved.
7.2 Seller and Shareholder's Indemnification_ Subject to the limitations contained in this
Article 7. Seller and Shareholder shall jointly and severally indemnify, defend and hold
harmless Purchaser and its affiliates and their respective officers, directors, agents, affiliates,
successors and assigns (collectively, "Buyer Indemnified Parties'), from and against and in
respect of any and all demands, claims, causes of action, administrative orders and notices,
losses, costs, fines, liabilities, penalties, damages, judgments, deficiencies, awards and
expenses (including, without limitation, reasonable attorney fees) (hereinafter collectively
called "Losses') resulting from, in connection with or arising out of, or any Claim relating to:
(a) Any inaccuracy or breach of any representation or warranty made by Seller and/or
Shareholder in this Agreement (provided, that for purposes of calculating Losses hereunder,
any materiality, Material Adverse Effect or similar qualification in such representations and
warranties shall be disregarded); and
(b) The failure of Seller or Shareholder to comply with any of the covenants in this
Agreement.
7.3 Purchaser's Indemnification Subject to the limitations contained in this Article 7
Purchaser shall indemnify, defend and hold harmless Seller and its affiliates and their
respective officers, directors, agents, affiliates, successors and assigns (collectively, "Seller
Indemnified Parties "), from and against and in respect of any and all demands, claims, causes
of action, administrative orders and notices, losses, costs, fines, liabilities, penalties, damages,
judgments, deficiencies, awards and expenses (including, without limitation, reasonable
attorney fees) (hereinafter collectively called "Losses ") resulting from, in connection with or
arising out of, or any claim relating to:
19
(a) Any inaccuracy or breach of any representation or warranty made by Purchaser in this
Agreement (provided, that for purposes of calculating Losses hereunder, any materiality,
Material Adverse Effect or similar qualification in such representations and warranties shall
be disregarded); and
(b) The failure of Purchaser to comply with any of the covenants in this Agreement;
7.4 Indemnification Procedures In the event that a third party files a lawsuit,
enforcement action or other proceeding against a party entitled to indemnification under this
Article 7 (an "Indemnified Parry") or the Indemnified Party receives notice of, or becomes
aware of a condition or event which otherwise entitles such party to the benefit of any
indemnity hereunder in connection with a claim by a third party (a "Third Party Claim'), the
Indemnified Party shall give written notice thereof (the "Claim Notice ") promptly to each
party obligated to provide indemnification pursuant to this Article 7 (an "Indemnifying
Party"). All claims for indemnification by the Indemnified Party shall be bona fide. The
Claim Notice shall describe in reasonable detail the nature of the claim, including an estimate,
if practicable, of the amount of damages that have been or may be suffered or incurred by the
Indemnified Party attributable to such claim and the basis of the Indemnified Party's request
for indemnification under this Agreement. Notwithstanding the foregoing, failure by an
Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve
the Indemnifying Party of its obligations hereunder, unless, and then solely to the extent that,
the Indemnifying Party is prejudiced thereby.
(a) Conduct of Defense The Indemnifying Party shall have the right, upon written notice
to the Indemnified Party (the "Defense Notice") within fifteen Business Days of its receipt
from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against
such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified
Party; provided, however, that if the Indemnifying Party is Sellers and (A) the potential
aggregate amount of a Third Party Clain, together with all other pending claims hereunder, is
or is reasonably expected to be less than the Basket, or (B) Seller and/or Shareholder has
failed to acknowledge in writing their unconditional indemnification obligation with respect to
such Third Party Claim, or (C) such claim seeks injunctive or other equitable relief involving
Buyer, any of its Affiliates or the Business, Seller and/or Shareholder shall not be entitled to
conduct the defense against such claim. When the Indemnifying Party conducts the defense,
the Indemnified Party shall have the right to approve the defense counsel representing the
Indemnifying Party in such defense, which approval shall not be unreasonably withheld or
delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon
such counsel within ten Business Days after the Defense Notice is provided, then the
Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to
the Indemnified Party's approval, which approval shall not be unreasonably withheld or
delayed.
(b) Conduct by Indemnified Party In the event that the Indemnifying Party shall fail to
give the Defense Notice within the time and as prescribed by Section 7.4, or if the
Indemnifying Party does not have the right to defend such Third Party Clain pursuant to
20
Section 7.4, then in either such event, the Indemnified Party shall have the sole right and
authority to conduct such defense. Failure at any time of the Indemnifying Party to diligently
defend a Third Party Claim as required herein shall entitle the Indemnified Party to assume the
defense and settlement of such Third Party Claim as if the Indemnifying Party had never
elected to do so as provided in this Section.
(c) Cooperation In the event that the Indemnifying Party does deliver a Defense Notice
and thereby elects to conduct the defense of such Third Party Claim in accordance with
Section 7.4, the Indemnified Party will cooperate with and make available to the Indemnifying
Party such assistance, personnel, witnesses and materials as the Indemnifying Party may
reasonably request, all at the expense of the Indemnifying Party. Regardless of which party
defends such Third Party Claim, the other party shall have the right at its expense to
participate in the defense assisted by counsel of its own choosing; provided, that should the
Indemnified Party's counsel reasonably conclude that a conflict or potential conflict exists
between the Indemnifying Party and the Indemnified Party, the costs of such counsel may be
an indemnified Loss pursuant to this Article 7. Each Indemnified Party shall reasonably
consult and cooperate with each Indemnifying Party with a view towards mitigating Losses, in
connection with claims for which a party seeks indemnification under this Article 7.
(d) Settlements Without the prior written consent of the Indemnified Party (which shall
not be unreasonably withheld or delayed), the Indemnifying Party (or any insurance carrier
defending such Third Party Claim on the Indemnifying Party's behalf) will not enter into any
settlement of any Third Party Claim if, pursuant to or as a result of such settlement, such
settlement (i) could lead to liability or create any financial or other obligation on the part of
the Indemnified Party for which the Indemnified Party is not entitled to indemnification
hereunder, (ii) does not release the Indemnified Party from any liability in connection with
such Third -Party Claim without cost or expense and without any admission of violation,
injunction or agreement to take or restrain from taking any action; and (iii) does not imposes
any expense, obligation or restriction upon the Indemnified Party or requires the Indemnified
Party to admit or acknowledge to any fact or event, including any violation of Law. If the
Indemnifying Party receives a firm offer to settle a Third Party Claim, which offer the
Indemnifying Party is permitted to settle under this Section 7.4. and the Indemnifying Party
desires to accept such offer, the Indemnifying Party will give written notice to the Indemnified
Party to that effect. If the Indemnified Party objects to such firm offer within ten days after its
receipt of such notice, the Indemnified Party may continue to contest or defend such Third
Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such
Third Party Claim will not exceed the amount of such settlement offer, plus costs and
expenses paid or incurred by the Indemnified Party up to the point such notice had been
delivered.
(e) Binding Obligations Any judgment entered or settlement agreed upon in the manner
provided herein shall be binding upon the Indemnifying Party, and shall be conclusively
deemed to be an obligation with respect to which the Indemnified Party is entitled to prompt
indemnification hereunder, subject to the Indemnifying Party's right to appeal an appealable
judgment or order.
21
w
7.5 Nature of Other Liabilities In the event any Indemnified Party should have a claim
against any Indemnifying Party hereunder which does not involve a Third Party Claim, the
Indemnified Party shall transmit to the Indemnifying Party a written notice (the "Indemnity
Notice'l describing in reasonable detail the nature of the claim and the basis of the
Indemnified Party's request for indemnification under this Agreement. If the
Indemnifying Party does not notify the Indemnified Party within 45 days from its receipt of
the Indemnity Notice that the Indemnifying Parry disputes such claim (a "Dispute
Notice'), the claim specified by the Indemnified Party in the Indemnity Notice shall,
subject to the further provisions of this Article 7, be deemed a liability of the Indemnifying
Party under this Article 7.
7.6 Exclusive Remedy Except with respect to claims or causes of action arising from
criminal activity, intentional misrepresentation or fraud or claims of or causes of action
arising for which the sole remedy sought is equitable relief, the rights and obligations of
the parties under this Article VII are the exclusive rights and obligations of the parties with
respect to any breach of any representation, warranty, covenant or agreement in this
Agreement or any Transaction Document and shall be in lieu of any other rights or
remedies to which the party entitled to indemnification hereunder would otherwise be
entitled as a result of such breach.
ARTICLE 8
TERMINATION
8.1 Termination Purchaser may terminate the Agreement at any time prior to Closing if,
after notice of breach and opportunity to cure, Seller breaches any warranty or covenant
identified in Article 5 and/or Article 6 contained herein.
8.2 Effect of Termination If this Agreement is validly terminated pursuant to Section 8.1
hereof, this Agreement will thereupon become null and void, and there will be no further
liability or obligation on the part of the parties hereto (or any of their respective affiliates) in
connection with this Agreement except with respect to a failure by a Party to close after all
conditions to closing for his, her or its benefit have been satisfied or waived.
8.3 Termination by Seller. In the event of Purchaser's breach of its obligation to Seller
hereunder, including but not limited to Purchaser's failure to close in accordance with Article
4 hereof, then Seller shall be entitled to terminate this Agreement.
ARTICLE 9
NOTICES
9.1 Notices All notices and other communications under this Agreement must be in
writing and will be deemed to have been duly given if delivered personally against written
receipt, sent by confirmed facsimile, sent by certified mail, return receipt requested, or sent by
a nationally recognized overnight courier service to the parties at the following addresses:
22
M +,
If to Seller to:
John Richmond
20 Calle Uno
Key West, FL 33040
With Copy to:
Susan M. Cardenas, Esq.
Stones & Cardenas
221 Simonton Street
Key West, FL 33040
If to the Purchaser to:
Oscar J. Vila, III
Vila, Padron & Diaz, P.A.
201 Alhambra Circle, Ste. 702
Coral Gables, FL 33134
Fax: (305) 461 -0261
All notices and other communications required or permitted under this Agreement that are
addressed and delivered as provided in this Article 9 will, if delivered personally, be deemed
given when delivered, against written receipt; will, if delivered by facsimile, be deemed
delivered when confirmed; will, if delivered by mail, be deemed delivered four (4) days after
deposit into the mail, and will, if sent by overnight courier, be deemed given when received.
Any party from time to time may change its address for the purpose of notices to that party by
giving a similar notice specifying a new address, but no such notice will be deemed to have
been given until it is actually received by the party sought to be charged with the contents
thereof.
ARTICLE 10
NUSCELLANEOUS
10. l Entire Agreement This Agreement embodies the entire agreement and
understanding between the Seller and the Purchaser and supersedes all prior agreements,
understandings and documents relating to the subject matter hereof. This Agreement may
not be modified or amended or any term or provision hereof waived or discharged except
in writing signed by the party against whom such amendment, modification, waiver or
discharge is sought to be enforced.
10.2 Expenses Except as otherwise provided in this Agreement, the Seller and the
Purchaser shall each pay their own expenses relating to or arising out of this transaction,
23
It,
including but not limited to legal and accounting expenses incident to the negotiation,
investigation and execution of this Agreement and the consummation of the transactions
contemplated hereby and whether or not such transactions shall be consummated.
10.3 Waiver Except as otherwise provided in this Agreement, any failure or delay on
the part of any party in exercising any power or right hereunder shall not operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power preclude
any other or further exercise thereof or the exercise of any other right or power hereunder
or otherwise available at law or in equity.
10.4 CounterQarts This Agreement may be executed in several counterparts, including
facsimiles, each of which shall be deemed an original, but all of which counterparts
collectively shall constitute one instrument.
10.5 No Third Party Beneficiary The terms and provisions of this Agreement are
intended solely for the benefit of the parties hereto, and their respective successors, or
permitted assigns, and it is not the intention of the parties to confer third -party beneficiary
rights upon any other person.
10.6 Governing Law/Forum Selection This Agreement shall be governed by the laws
of the State of Florida as such laws apply to transactions made and fully performed within
that state, without reference to conflicts of law principles. Purchaser and Seller agree that
any claims or defenses relating in any manner to this Agreement shall be filed and litigated
in a Federal or State of Florida Court within Miami -Dade County, Florida.
10.7 Binding Effect, All of the terms of this Agreement shall be binding upon each
party's successors and permitted assigns and shall inure to the benefit of and be
enforceable by such successors and permitted assignees; provided, however, that no party
may assign this Agreement, other than to one of their respective wholly -owned
subsidiaries (in which case, however, the assigning party shall remain bound under this
Agreement as a primary obligor with respect to such subsidiary's obligations), without the
prior written consent of (i) the Seller with respect to an assignment by a Purchaser, or (ii)
the Purchaser with respect to an assignment by the Seller10.8. Headings. Gender, etc.
The headings used in this Agreement have been inserted for convenience and do not
constitute matter to be construed or interpreted in connection with this Agreement. Unless
the context of this Agreement otherwise requires, (a) words of any gender are deemed to
include each other gender, (b) the terms "hereof," "herein," "hereby," "hereto," and
derivative or similar words refer to this entire Agreement; (c) the terms "Article" or
"Section" refer to the specified Article or Section of this Agreement; (d) all references to
"dollars" or "S" refer to currency of the United States of America; and (e) the tern
"including" is deemed to mean "including, without limitation."
10.8 Headings. Gender, etc. The headings used in this Agreement have been inserted for
convenience and do not constitute matter to be construed or interpreted in connection'with
24
41.e ,
this Agreement. Unless the context of this Agreement otherwise requires, (a) words of any
gender are deemed to include each other gender; (b) the terms "hereof," "herein,"
"hereby," "hereto," and derivative or similar words refer to this entire Agreement; (c) the
terms "Article" or "Section" refer to the specified Article or Section of this Agreement; (d)
all references to "dollars" or I" refer to currency of the United States of America; and (e)
the term "including" is deemed to mean "including, without limitation."
10.9. Invalid Provisions If any provision of this Agreement is held to be illegal, invalid,
or unenforceable under any present or future Law, and if the rights or obligations of the
Seller or the Purchaser under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable; (b) this Agreement will be construed
and enforced as if such illegal, invalid, or unenforceable provision had never comprised a
part hereof, (c) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid, or unenforceable provision or by its
severance herefrom; and (d) in lieu of such illegal, invalid, or unenforceable provision,
there will be added automatically as a part of this Agreement a legal, valid, and
enforceable provision as similar in terns to such illegal, invalid, or unenforceable
provision as may be possible.
10.10 Schedules. The Schedules referred to herein are attached hereto and incorporated
by this reference. Disclosures included in any Schedule shall be considered disclosures for
all Schedules.
10.11 Timing Time is of the essence in meeting the obligations and responsibilities of
this Agreement.
10.12. Mutual Product The parties acknowledge that this Agreement is a product of
negotiation between sophisticated parties and individuals. Accordingly, the interpretation
of any ambiguity in language in this Agreement shall not be construed against any party.
SIGNATURE PAGE TO FOLLOW
25
4 4 Y _ • 1
IN WITNESS WHEREOF, the parties hereto have duly executed this Aweemeat as
of the date first above written.
SELLER:
CONCH FLYER, INC., a Florida
corporation
By:
Name: John Richmond
Tithe: President
SHAREHOLDER
John Richmond
Purchmaer:
CON C NCESSIONS, LLC
By:
Na e• 4zS
Title: MA- -3 6 &" Q-aC ro
26
a,,
N WITNESS WHEREOF. the parties hereto have duly executed this Agreement as
of the date first above written.
SELLER:
CONCH FLY�R, INC,{a Florida
a
corporation
iV ire: S9tin Richmond
`Title: President
SHAREHOLI� 'LR:
JyhiyRichmoi
-
Purchaser:
MASTER CONCESSIONAIR, LLC
BY
Name:
Title:
26
EXEMB1T A
GOVERNMENTAL PERMITS
None
27
CUSTOMER LIST
None
28
X(� �� V-0
MATERIAL CONTRACTS
(See attached documents)
29
MATERIAL, CONTRACTS
Direct TV: Separate Contracts for Conch Flyer Restaurant and Last Call Beach Bar
Includes Basic Commercial Subscription only with SEVA Entertainment Inc.
*Excluded Account: John Richmond - Personal 20 Calle Uno, Key West to be transferred before closing
AT &T Wireless: Current cellular service for the following:
Lynn Cauger 305- 745 -5023 Business Cellular Service
William Cauger 305 -509 -1271 Business Cellular Service
*Excluded: John Richmond 305 -509 -1245 to be transferred prior to closing
*Excluded: Nancy Richmond 305- 393 -1515 to be transferred prior to closing
COMCAST: Business Internet, Telephone, and Basic Television Package
*Excluded: Service for John Richmond at 20 Calle Uno to be transferred prior to closing
ALL KEY GAS: Service providing LP Gas for both locations
FLORIDA DISPOSAL: Service for haul -away of cooking oil for rebate
MONEY TREE ATM: Contract for service of ATM machines in Key West International Airport
*Excluded: ATM machine located in the Arrival Area on Monroe County, Florida Property
YELLOW PAGES ADVERTISING: YP yellow Pages Advertising _
INSURANCE
*All insurance policies provided with due diligence materials
PINNACLE HOSPITALITY SYSTEMS: Prepaid service contract for point of sales terminal service
EXEI[BIT D
None registered
30
ExMBIT E
BILL OF SALE
BILL OF SALE
For valuable consideration, receipt of which is aclmowledged,
( "Sailer'), hereby sells, assigns transfers and delivers to
hereto and made a pert hereof ( "Buyer"), all of the personal property described in Exhibit A attached
Sella warrants to Buyer that Seller has good title to all such personal property, free and clear of all
liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, and Seller shall
forever warrant and defend the title to all such personal property unto Buyer.
Dated:
Bar
Its:
By:
Its:
EXH Brr A
TO
BILL OF SALE
31
EXHIBIT F
TRADEMARK ASSIGNMENT
WHEREAS, CONCH FLYER, INC., a corporation organized under the laws of the State of Florida, USA
having offices at (hereinafter "ASSIGNOR "� is owner of the
following trademarks:
U.S. Trademark Registration Number
and
WHEREAS, MASTER CONCESSIONAIR, LLC, a limited liability company organized under the laws of
Florida, having offices at (hereinafter "ASSIGNEE "X is desirous of acquiring
said trademarks.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acimawledged,
said ASSIGNOR does hereby assign to ASSIGNEE all right, title and interest in and to said trademarks,
together with the goodwill of the business symbolized by said trademarks.
IN TESTIMONY WHEREOF, ASSIGNOR has caused this agreement to be executed effective as of this
day of . 2014.
SELLER
Name:
Title:
32
EXHIBIT G
ASSIGNMENT OF CONTRACTS
THIS ASSIGNbffiNT, made as of , by and between
( "Seller"), and
WITNESSETH:
( "Purchaser"),
For valuable consideration, receipt of which is acknowledged, Seller and Buyer agree as follows:
(a) Seller hereby assigns and transfers to Buyer all right, title and interest of Seller in, to and under the
contracts (the "Contracts ") described in Exhibit A attached here and made a part hereof.
(b) Buyer hereby accepts the foregoing assignment, and assumes and agrees to perform all of the
covenants and agreements in the Contracts to be performed by Seller thereunder that arise or accrue from
and after the date of this Assignment.
2. Further Assurances Seller and Buyer agree to execute such other docurnents and perform such
other acts as may be reasonably necessary or proper and usual to effect this Assignment.
3. Govemia Law This Assignment shall be governed by and construed in accordance with the laws
of the State of Florida.
4. Successors and Assigns This Assignment shall be binding upon and shall inure to the benefit of
Seller and Buyer and their respective personal representatives, heirs, successes and assigns.
S. S'. This Assignment may be executed in multiple counterparts which, when signed by
all parties, shall constitute a binding agreement
IN WITNESS WHEREOF, Seller and Buyer have executed this Assignment as of the date fast hereinabove
written.
SELLER:
By:
Its:
PURCHASER:
By:
Its:
33
SCHEDULE
STOCK OWNERSHIP BY SHAREHOLDER
John Richmond —100%
34
SCHEDULE 2
FINANCIAL STATEMENTS
Provided with due diligence materials
35
SCSEDULE3
COMPANY INTELLECTUAL PROPERTY
Web address/domain name: www.conchilyer.com
36
SCHEDULE 4
MATERIAL CONTRACTS
See Exhibit C herein
37
SCHEDULE5
LITIGATION
None
38
SCHEDULE 6
LICENSES
I. State of Florida 6COP Alcoholic Beverage License No. BEV 54-00515
(including tobacco sales).
2. State of Florida Food Service License No. SEA 54 -28063 (Conch Flyer
3. State of Florida Food Service License No. SEA 54-01459 (Last Call Beach
Bar).
4. City of Key West, Florida Business Tai Receipt (occupational license).
S. County of Monroe, Florida Business Tax Receipt (occupational license).
39
SCHEDULE
EMPLOYEE BENEFIT PLANS
401(k) Self- Directed Qualified Plan Account at Edward Jones
(See attached documents)
40
EdwardJones
TO: RETIRMU NT OPERATIONS
?.EGUESTED BYt
FROHt ANDY S:'RAUBE
BRANCH.- -6588
9INANCIAL ADV_SOR NO.- 611028
OJCUNBNT DESCRIPTION ACCOUNT 11STORER NAME 2iv U PAGES
PLAN DESIIN ELnCT_ON FOR14 >60.99183 CAUGER, LYM
SPECIAL INSTRUCTIOM
3RANCH I_7STRUCTIONS:
EQU:RED FORM=
You have opened an Omer K. Sale Harbor 401 -.ki, Profit Sharing, or Money Purchase Plant
Go to TonesLink to print the Plan Design Election :o:-n for your plan types
.7onesLink > Investments i Services > Services > Retirement Planning a
Resources and Terma > Forms > adoption Agreement
IIIININ�l��lINI N1�Nf� i i�Nlll I��I N
201402102137291340102US
QPCENSUS
DOC -N0 .-140210- 21372 SECTOR COM 002
Edward Jon
Edward Jones Disclosure of Services, Fees and Other Compenaatlonli Self- Directed Qualified Plan Account
:ia7iad P «duC:a:}'< A- t:1_HMCN0 rraapOC:
areas rare aCH Y':!8R _VC sc. sure 'rL:car `a 1502
ila:resa Add ens, ?435 .zJL"H R4.smu B:;tD FA t . -war: B;;v,8 BR `t;Mbar! 636e
, By ASST P. 11�'40 74tal -3' :4
Introduction
This disclosure provides an oven icw of the se " lees provided by Edward Jones i "Edward Jones" or "the firm ") to your
employe benefit plan ("the Plea ") that msUntalns a Se1f.Directed Qualified Plan Account at Edward Jones ( "Account "), and
discloses the fees and any direct or ladlrect compensation Edward Jones reasonably expects to receive in contraction with the
Kim This disclosure is designed to anon the named fiduciary or other responsible Plan fiduciaries In determining the
reasonableness of the fees and compensation Edward Jones may receive as a service provider to the Plan. Additional
Information regarding the specific services that Edward Jones may provide to the Plan under the Account arrangem nt and
the fees related to those services are contained In the Edward Jona Retirement Account Agreement. Custodian Sera Ica
Agreement, Edward Jones SchedWc of Fees' and other related documeata,
1. Sam Ices Provided by Edward Jones The Edward Jones Retirement Acvount Agreement. Custodian Servi;es agreement
and other related documents define the scope of the relationship between Edward Junes and the Plan, Pursuant to those documents
Edward Jones 14111 serve as the Custodian of your Plan's assets. provide cenain tax reporting functions, support account maintenance
and processing activities for the Plan and individual participants, generate monthly stutements, and execute trades and plan installation
wtvsces may be provided if agreed to by the Plan and Edward Jana. Edward Jones may also provide educational serices to the Plan
fiduciaries including how to determine the Plan's investment objective, how to diversify Plan Investmenm how to evaluute "set
allocation models and how to select suitable investment products for the Plan. Edward Jones financial advisors may, upon your
request. conduct enrollment. investment and other educational meetings/seminars with Plan participants to assist them with questions
related to the Plan or other financial matters.
Edward Jones does not provide aetuarial, recordkeepmg or plan administrative services to the Plan Edward Jones is not
respotutble for determining the type of plan, or for the selection of investments available to the Plan or the selection or monitoring of
any trustee. third party administrator ('TPA' ) or other service provider.
11. ExplanWoo of StattnlCapocity All services provided to the Plan by Eduard Jones are provided in its capacity "a service
provider and s U.S. registered broker-dealer. Edward Jones is not a tiduciary in connection with the Plan and does not accept any
delegation of fiduciary authority in connection with the Plan or the Account. Unless otherwise expressly agreed to to writing, Edward
Jones will not provide any advisory or administrative services to the Plan.
IQ- Fen and Compensation Edward Jona May Receive Dlractly from the Plan I "Direct Compi ma Lion )
Generally Edward Jones may receive fees or other forms of compensation directly from the Plan or Plan participant
.recounts for brokerage services rendered to the Plan. This type of Direct Compensation may include the following:
Commissions Edward Jones may receive Direct Compensation in the form of cummsasivua for executing purchases or
sales of securities on behalf of the Plan or its participants (generally known as brokerage services). The firm may receive
commissions in connection with the purchase or sale of equity securities, fixed income securities, mutual fund shores, exchange - traded
Tits disclosure is betas provided pursuant to the Department of L sbo trsululon under sectWa 4()aib 1214 the Emph)yee Retirement
Income Security Act of 1914 tERISA) The Infunnatiun contained in this dortimeat relates w)iely to tie services provided by Edward Jones, it does
not relate to sarvite(ss provided by other service providers to the Plan, such as trustees, mvestnicru mmaaen. payroll providers or nhtrd parry
admialumoo, For tee and rompentation information relating to those senior providers, plea" contact those service pmvkkn directly, If you haves
any questions contenting this disclosure or the ksfomiation provided to )oar concerning our senior► or If you would like a paper copy of the
infnmistinn pmvided in the wrbdlie link*, please contact )ow Edward Jonas financial wtvi.or.
For finite information on the Schedule of Fees, are u u u sd» rdionei,eorrufeesrhry}�tr
Page I of 3
Rev 7 June 3012
EdwardJonee
funds UETFs') and annuities. The commissions arc typically paid from assets in the Plan or Plan purrtaipant accounts, generally as a
deduction from the purchase price or talc precceds, and vary baud upon the investment, sevuriq, and transaction at issue. For more
information on commissions at Edward !ones, sceu::..,rcu ;, zetsA�st3z1d1. fL1c ,
Plan Service Fees Edgard Jones may receive Direct Compensation for Plait - related smuts, suvh as a one -time Plan set-
up fee. recurring annual fees. and fees for an adoption agreement amendment. regulatory restutement or amendment. and processing
Plan participant loans or benefit payments For specific information on Plan Service Fees. see www cdw .;aiv>alanfe « .
Direct Compensation for Other San fen For an explanation of other posmbte sources of Direct Compensation to f?dwand
Jones. see u_ .<a y u d tt • c .; " end
IV. Compensation Edward Jones May Receive Related to the Plan Investments t , 'IrArect Compensation ,, )
Generally Edward Jones may receive compensation from wurces other than the Plan, Plan participant accounts, or the
named fiductary in connection with the accounts and/or services provided. These payments may relate to the value of the assets in the
Plan or Plan participant accounts. but are not paid with the Plan assets. These payments at usually described in the pnnpectus or
applicable offering document. This type of Indirect Compensation may include the (oliowing:
Comps radon from Mutual Funds • Sales Charges and 12b•1 Fen Mutual funds cud mutual nand companies. or their
,ifiiiates, may pay Edward Jones compensation in connection with investments in the mutual funds by Edward Jones' chems.
including the Plant and Plan panleipam accounts. The mutual fund company may pay salts charges to Edward Jones for the sale of
mutual fund shares to the Plan or Plan panicipams. The mutual fund may pay Edward Jones i 2b -1 fees for distribution services. Far
:note Information, see so a.e_•a ,,e, yp) a�grq.
Compermtlon from Mutual Funds • Networking Service Fees In same instances Edward Jones provides networking
services. which arc the services in connection with the automated. centralized recordkeeping system through which mutual fund trades
are executed and reconciled between a mutual fund company and a broker - dealer. Linder these networking agreements, Edward Jones
has agreed to perform ccnaln duties including, but not limited to, account maintenance and reconciiiatlon on behalf of a mutual fund
company. For providing these services, Edward Jones generally receives between 56 to $11 per mutual fund position per year from
certain mutual fund companies (some mutual hand companies may pay lesil. For more information. see
u w.cdwv ardionvs.com/oUnfm
Compensation from Mutual Funds. Shareholder Accounting Fees Eduard Jones may perform the sery ices of a
transfer agent. such as tracking the holdings of s mutual fund for an individual client and distributing dividends and shareholder
information for the mutual fund company. For providing shareholder accounting services Edward Jones generally receives either it)
between S 16 to $19 per mutual fund position per year from certain mutual fund companies (some mutual fund companies tray pay
less). or (it) between S and 25 basis points (0.05% to 0.25% of invested assets) per year from other mutual fund companies isome
mutual funtd companies may pay less). For more information. see sew w pdwardiones.com/otanfces
Compensation from Anauldes • Sala Charges. 12b•1 Fees and Tralls Insurance companies or the entities that markets
an annuity contract or their affiliates ('insurance company% may pay Edward Jones compensation in connection with ttnastments in
the annuity by Edward Joins' cUems. including the Plan or Plan participant awcounts, The Insurance company may pay Edward Jones
a commission for the purchase. sale. or subsequent renewal of an annuity by the Plan or Plan participant. The insurance company
may pay 12b•I fees and/or trails for distribution services and continued support of such product. For more information, see
w w.edvard io nes corrdpignfees
Finder's Fees Some mutual funds. insurance companies, and product provides may pay it fie to Edward Jones when
business is placed with that particular product provider or investment. These fees are not paid out of rive assets or the imestmenta
themselves. The amount the firm receives. if applicable to the Plam is discussed in the applicable prospectus and/or In a separate
disclosure document provided to the Plan.
Edward Jones Money 1larket Funds The Edward lotus Money Market Fund and Edward Jones Tax•Frea Money
Market Fund are the only money- market funds In which available credit balatua in Edward Jams brokerage accounts may be
automatically swept and invested. Edward Jones is the limited partner In Passport Research. Ltd., the investment adviser to the
Edward Jones Money Market Fund and the Edward Jones Tea -Fare Money Market Fwd lithe Adviser') owning a 49 5% limited
partnership imtetest.). As the 49 5% Uttuted painter of the Adviser. Edward Jones is entitled to a significant portion of The partnership
distributions made by the Adviser. which are derived from the advisory fee revenue received by the Adviser from the fonds. In
addition. Edgard Jones provides distribution and shareholder accounting services with respect to the money market funds mid receives
Page 2 of 3
Rev 7 June 2012
EdwardJon
t:ompcnsatron fix those services< For more information about compensation Edward Jones
either of the money market funds, see may receive related to assets invested in
;� �3• ,�•> n . u
please ask your financial advisor fora r:a PK� 'a. For additional information about our money market funds,
P -
V. Compeawtloa Edward Jones May Receive In Its Capacity as a Broker•Desder ( "Ineltrect Comptrtsadoo "I
Generally Edward Joncs may receive compensation from third parties that takes into accuum the investments in the Plan
or Plan participant accounts In addition to other factors. For •a dewnption of possible sources of Indirect Compensation to Edward
Junes in its broke- dealtr capacity, including selling concessions from securities offering syndicates and those listed Wow. see
«L - 4u rdiencs s < =rrf_ out rc tot n yJ lid(,
This type of Indirect Compensation may include the following.
Revenue Shadisi Edward Jones may receive revenue .hiring payments tram a mutual fund company's adviser or
distributor. an insurance company or ibe entity that markets an insurance contract, or u retirement plan provider in connection with the
ale of products from certain product pro%iders. Such payments are not additional charges to the Plan or Plan participants, bur
�erierally come out of the revenue generated by the mutual fund or insurance company. For more information �n revenue sharing
payments that Edward tones may receive. see a use 'El£� 2, yt rst4g
Overdght Invrstraenis Edward Jones may place client cash, including the Plan's assets, in an account for she =.rt periods of
time in order to facilitate certain transaction& such as while waiting for investment instructions, or in order to nuke a distribution or
other disbursement. The use of such amounts may generate revenue for Edward Jones in the form of interest, For more information,
see u uu.C{,�u _ urdl.L'nc
%larkedag and Training Support Edward Jones may receive marketing and training support payments. conference
subsidies, and other apes of financial and von- financial compeatation and incentives from certain mutual fund companies and
, rtsurnace and annuity providen to support the sale of their products to Edward Jones clients Based on the firm's historical
experience, the aggregate value of these payments to Edward Jones in any particular year has represented less than half of one basis
point of Edward Jones' total client assets in the investment Products of the providers providing such support. T'he level of support is
not dependent on or related to the level of assets invested by )our Plan
Gifts. GrstWtle% Enttrtaiam oU and - on- Monetary Compensation Product providers, including mutual lurid
companies and insurance and annuity providers, may provide Edward Jones with non - monetary gifts and gratnddes, ouch as
promotional items (i.e., coffee mugs, calendars or gift baskets), entertainment, such as tickets to sporting events and recreatlonal
outings. meals and access to certain industry related conferences (collectively, `gifts I, Edward Jones bellevvs that any gifts o r
tmeitainrnetit It receives from product pmvtders are received in the context of a gtatral business relationship with the product
provider and should not be viewed as attributable or allocable to any transactions engaged In with such product provider on behalf of
their clients, including the Plan. in any event. if the value of any such gifts or amcnainmem received by Edward Jones n allocated
among Edward Joncs' brokerage clients. including the Plan, pro rate based on the value of each client's brokerage accounts, the value
allocated to the Plan would be beneath the Department of Labor's dr rniatmfr reporting threshold for nommenetary compensation.
VL Investmeat Options Information about the fees and expenses associated with a speclAc individual Investment option can
be found in the option's prospectus or offering document. copies of which can be provided to you upon request by an Edward Jones
financial advisor. For more information on the investment produces that may be available at Edward Janes for potential use by the
Plan and its participants, we sox w cdwatiliStACy co)rlolvnfee *
VII. Aecaunt Set Cp and Termination Fees Edward Jones charges set up and maintenance fees and a benefit diviribution fee
may apply. For information on Plan Sen-ue Fees. see use tv cd- ardionts eamrolanfe v ,
VIM Reeordkeepini Samna Edward Jones does not provide tecoMkecping services to the Plan —that would be the role of a
separate provider, such as a TPA, Edward Jones does provide certain services, such as account maintenance and the generation of
.tatements.
Page 3 of 3
Rev 7 June 1012
feces Accouu Number 669.99,81 aruicha 25'8t Date l iG .Dpi Edward Jones
Custodian Services Agreement
`for use with Edward Jones Custodian Quallfled Plain)
C
Plan Installation: Custodian Services
• Consult on plan selection - Provide IRS-approved Prototype Plan Document
Prepare Summary Plan Description - Prepare Notice to Interested Panics ,upon request,
Assist in preparation of IRS - approved Standardized • Prepare Contribution Notice ,Safe Harbor 401ik) Plan
Prototype Adoption Agreement only)
On- aollis
• Process benefit payments
- Prepare and issue IRS Form IOWR
- Maintain and update plan documents as required by
regulatory agencies
• Assist Kith RMD calculations iupon request)
Process federal and state incume tax withholding
• Maintain beneficiary daignatlons
• Process participant kum tprovide loan policy,
application, note. amortisation schedule and check)
Prepare the annual C ininbution \otice,Safe Harbor
401(k) Plan only)
Schedule of Fees (per plan?
One•T'!me Plse 4t!�n Fee: $130
AnnualRecurri t
$30 acb calendar year for acb participant.
This fee is not prorated. Fee is due for cuh participant upon Ant utiviy: annually thereallet on each anniversary date: and
for terminating participants, the earlier of participant termination or plan anniversary date.
$SO acb talenda it year for each private asset.
This fee is not prorated. Fa is due for each private aim annually on each anniversary date.
Adoption Agreement ameadmie t- SI50 per amendment.
at Employer's request) (A revised Summary Plan Description is included.)
Raiatilatory Rmmt meat or Atumduwit: SIiO per restatement and or amendment.
('Kris includes all required amendments to Adoption Agreement or Plan Document.
A revised Summary Plan Description is Preluded.)
Participant loans: S I OO application fee per loan: fee to be paid by participant and must accompany application.
5100 annual loan fee per loan; fee is not prorated and is charged to the participant's account each January.
Benefit payments- SSO per distribution per employee: waived if assets remain with Edward Joan.
Investment In the Edward Jones Money Market Fund Rmirenxnt Share class ........NO MINIMUM BALANCE and NO CHARGE
Edward Jones Money Market Fuld Imiestatent Sham clan ..............53 each month the balance is below 51.100
Plan Administrative Services: Edward Jones does not provide administrative or actuarial strikes. This includes determining employee
eligtbtiity. calculating contributions. calculating vested balances, performing compliance -eats and preparing
or Aling IRS Form 55OO1300EZ.
Invoicing: Plan setup and participant fees charged to the account upon first activity or may be invoiced, Invoice for annual recurring
fees is option d and, if requeued, will be maiied annually thereafter, prior to each account anniversary due. Edward Jones Money Market
Fund fee and participant loan fa are not invoiced and are charged to the participant's account. Adoption Agreement Amendment and
Regulatory Restatement or Amendment foes must be paid u time of request.
Securities commissions and mutual fund sales charges and operating expenses are In addition to the above few.
Uninvwlsd Cash Bdmsewt Unless directed otherwise, all amatnts held in a plan account, but not invested. WIII autornatically be
invested in an huerest- bearing account, a money market mutual hind or other similar nveuments. The exact details of this program
may be obtained upon request from your financial advisor.
(Signatures REQUIRED on next page )
Revision 28 October 2010
Page I of 2
Custodian Services Agreement
Payment or Fees and Other Plan Costs:
The fees in this agreement and other costs associated with the administration of the plan are the re3ponstbility of the Employer.
Securities commissions and mutual fund sales charges and operating expenses relate to the securities held in an account and arc charged
to the account that holds the securities. Such securities commissions and mutual rand sales charges and operating expenses may not be
paid separately by the Employer,
Fees and other costs may be charged by Edward Jones to the plan account of a pooled plan, from the account designated as the primary
account or master account of a non pooled plan or from the account designated as the participant's accaum of a non pooled plan if a
separate payment for services authorized under this agreement is not received when due. Fees aro nonrefundable.
1f the account to which fees and/or other costa have been charged does not contain adequate cash md cash equivalent& to cover
the deduction. Edward Jones may liquidate such assets of the account that Edward )ones, in its sole discretion. deems appropriate to
make up the differeace. Edward Jones is not obligated to notify the Employer or plan participsat of ns intention to liquidate secunties
under this provision.
The Employer will be notified of changes in fees or services 30 days pnor to effective date. It a not necessity to xxecute a new
Custodian Services Agreement when a fee or service change a mein,
Employer Dutleri
The Employer acknowledges being the ERISA Plan Administrator and agrees to review all plan related documents and amendments
with legal counted prior to execution. The Employer acknowledges that they have appointed a plan Truster (or Trustees), Edward
Jones is prohibited. due to various regulations, from acting as a plan Trustee f or Co-Trustee). Edward Jones acts only as Custodian 65
described in the Edward Jones Defined Contribution Prototype Plat and Trust. Edward Jones must be the sole Custodian of the plan.
The Employer aeknowiedgn that they cannot rely on the IRS prototype Opinion Lester issued to Edward Jones to cover the IRS
qualification of the plan if they close the account or they establish any plan account at any other tlnaactal instlrutton.
The Employer elects to use the Custodian Services listed in this agreement, as from time to lima tray be changed, and takes full responsibility for fulfilling all other plan requirements now and to the future.
The Employer shall promptly furnish to Edwvd Jones complete and accurate information, in writing and proporly authorized,
which Edward Joan deems necessary to perform the Custodial Services listed In this agreement,
If. as a result of delayed, incorrect or incomplete information furalshed by the Employer, it becomes necessary to complete or revise
any forms or documents the Employer a grees that Edward Jones shall have the right to charge an additional (tat at an hourly rate to
compensate Edward Joan for the additional work.
Cancellation or 5erviw:
Edward Jones reserves the right to cancel any Custodian Servlcee without the approval of the Employer as a result of delayed,
incorrect or Ineoo►plete information furnished by the Employer The closing of the account on the records of Edward Jones will cause
the immediate cancellation of all Custodian Services.
Third P'nY Administrator (TPA) Informations
The Employer acknowledges that their finaocmi advisor has recommanded a TPA be hired, has explained the role and imponanoc
of a TPA, and has explained the risks to the Employer and to the proper aMellon of the Plot if a TPA is not hired,
Cheek A or 8 (I! 81s checked • complete tarot�tiop)t
A. ❑ The Employer has dedded not to hits a TPA at this time.
S. ❑ The Employer has hired this TPA.
Address: City state Zap:
Telephone: (_I Contact Person:
Email addtrts:
My stgaature below acknowledges acceptance of the tertns, conditions, set%Xes and fees at out on pages I and 2 of this Cuatodlsn
Se rvice Agreement.
CONCH FLYER INC
Print Name of Employer Pnnt tiaras of Business
Please retain this copy for your records) 660-99183 Stgnatttrc or Employer Data Plan Account Number
(Seaddoc: ADSUNSRVCS)
Revision 28 October :Otfl
Page 2 of 2
Edward Jones
Self - Directed Qualified Plan Package:
❑ Edward Jones Retirement Account Agreement (customer retains)
❑ Checklist of Account Opening Documents (emple)er accounts only)
❑ Account Opening Documents (customer signature required)
❑ IRS Notice of Non -bank Custodian Status
(Rev. 11 Nov 2013)
EDWARD JONES ARTIREMENT ACCOUNT AGREEMENT
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Acknokvl-d�aert Form (for individuals, butirwis4s, fj�.txjp
trust accounts, or loOlvNual rttirlisent aftaiints)
biMinq contras wiaM into
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EDWARD JONES RETIREMENT ACCOUNT AGREEMENT
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Staten. nZ an !Rc, .'Cr-s TWR an 426 ! OKI rKels
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Accomts AM Traiisactliam Sub4ect to RMIation
All transactirs wncer tnis Aq7eetnt e ^alt me juz e° ?�� *�q
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Right to stop paymat and Procsou"I for Doing So
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EDWARD JONES RETIREMENT ACCOUNT AGREEMENT
" person shall bring a putative r Cvrtifled clays Action to
arbitration, nor stele to enforce any Dre•diaPute arbitration
'graeemt against any person who has initlated in court a
Putative class action, or Wig, 1S a +'.amber of a putstl,a class
.W has rot opted out of tF,e class with respect to any Claims
enCOmDa$sed by the putative Class action ;;ntil: (1) tna class
'ertifiutton Is denied, or (11) the class IS afterti {teri: ar
(111) the custOw is excluded {rcm the class by the cvt�rt.
5-h forbesr4r4g to anforct An Agreement to arbitrate wall
rot constitute a waiver of any rights under this Adtt;vatnt
except to the extent stated herein.
Use of Professional Designations by Or Financial Advisors
ar6 S ':.fft S r
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ENAM JWS PRIVACY NOTICE
A £fiiqua Understanding of i4Ur Financial kakis
.:.Wa ,iCr >>, wt
f*n4 r :.'4rt6dtiv4?S »� aaiCt 4cCCrR,.s .� .,r �aR1 � _y LO " % <'ry«
f_5-C aI 'Cr o' S I
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f` Bad Se ;ociiiiologgy tj ca,age, -k. ;air; 9'6 reWl: t: -Ely
3'v.: 3LG�rdtt 1n {,;.^3Sti Wn 1:'C't r ,; "r
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in ..�. 4e art very Se' Uset atsr s „S,'k,r' %io`• i ,� v C „: PC'
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For Your Protection
yo ^ta tta' p 3 c:> . ^e . •� . ^ ^r, Edward ,;ones
does sell any inforaatiot amn our customers to anyons.
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�r
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Are �"� % ":al':Y • "tC+t }rte .,,
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EDWARD .hMU 11147aB111NT ACCOUNT At1� Page 11
Additionally,
and our than,
Oile EOwrd James financial advisors qW sell,
are free to select. funds from am mutual
Detailed Information and discloaores coneornlno
fund fudlt
„ we " elusivelypr�e mutual fund prefer-
row= sherino received from pode:t Pa. CIO ere-
Included in the following rename daring summary
red prod,
autuel funds
on our webslte. The vast malaMt�r of
529 plam and lava= products sold by
tables.
Edwrd Jones
mrOlve preferred prodB:t partners. and. as raced
For additional Information an a particular product
above. each
Edwmd Janes.t
theme Prodict Partners Pap revere sharing to
.the Mos of Orefarred product partaere are
partners perm and caapeve"ttan precttcs.
please reenter the apple able prosptetos. statearant
shorn in Do10 Ord 1g1/a on the following r"Me altering
SMFM7 tables,
of additional 1Mawtion or offering satemrtt.
528
Fund Campaples: fleamme Sberino Su many
Pat
1W
Hodlut NMI Aase Fes"
(Based on $10.000 of
fund assets owned)
NBdsvii Sales Fees
(For $10.000 of find
assets pm"$Sod)
Total
during 2012
eve Ann* efstrtbetsre. Lro.
$1.91
f !
530.2 Billion
F
Searltles Corp'
110.00
s0
$0.5 Billion
(Based an $10.000
fn 1rvfsnn ofew eetaa. MM
$5.06
$8.00
521.0 million
0o1
S"ehs Asset
L.P.
$13.00
s0
$3.3 million
%~CA Polarts grits Of
JLersbera //aids$
1LC
613.00
s0
$13.9 1111111011
Arnrsse
sts"amftm zms
$13.00
so
$13.4 million
Iwo eestrferenr tie
$10.00
s0
$13.5 million
Aso
Nine M10,16M n. lei.
$9.08
s0
$5.0 Billion
t
fas A.ft O/sar/eres►, Z.
$13.00
so
84.8 Bill
P1
Fade Distributor. Ines
$_
s 4
$0.4 Bi11 /on
528
Pia PnaBro Nsnae$mau Bargee SMMnB Srwvy
Pali
4y
Nwdm Ansel Asset Fes
(eased an $10.000 of
find "Sete Vra0)
ftdm sales Fees
(Far $10.800 of fiord
assets prdnsed)
Teal tamp
deMng 2
twin Nwlr Msfrfereerw Jar.
:1.913
k2
$ 3
� �
se ImveamBUts. I nc.
$12.50
so
$126.225
Iamuroe a
it Am dtr Frvdmet FMM&m Maine S o Mme Sommy
Paid by
pr** ';t WW* hlarRms Mrins MW Be
a Sala
T�1� ft rMd
� �
Me
�
(Based an $10.000
(Per 110.000 of
Of "Sets mead)
assets purrhased)
ANHOW
4th Lesreeie
%~CA Polarts grits Of
$15.00
$28.00
$6.4 Billion
�We
variable anultia and Asne"n
Flow sulte of wtiable.&MItles
Fedeatad
Lila cap.
Ann (INS) Growth Plus. Fortis
$26.00
t
$0.2 million
;; Cron and NKlenrlda
I
Ally suite of variable
lm ent
}i
fl,
IMAM A,=100
WMARD JONIM RET014MINT ACCOUNT A01FMMW pop to
outstandi 6 Santa r°Pau w "A1 at ai"o Them
b an an uo er Santa woad.
'Edrsrd halves revww wino atbr Vm utne d
asabaud for artde lnreenoe gyro s
u+aq�-Li nele0e LM totladrW. (e1 Ltneole, Mntllh,
Poet a ft Protective Pay Paned Jones m hmet =McUrp
fees tip to s00 Psr year an Mto1 and/or 1sme01ete vmty
Coatraea• W) 2604 Janes Arm u of moment prsdnes an
0eeartb 1 tae eov poltdos.
wwd IM o�n ttmrwm pods ms July ' 12033'"' to
In 2012. yyerss total rows dw "I serum !y f6ord Jars
�
1� tbe'fot100*: (s) N=W Aug fane free Notlbrd
* to 1J6.80 bud am 120.080 of verlable
VAN. ala fsne up to 126.00 per :10.080 of
I A IR2. assets P101I aaa I nd aont+�1 seMetno ha
pr yer a ftmd swap /os0 sto eererlty
ps/mets
it= Nrtlbrd ap to 6.6t m w1WU
o iVeru1�11 wad aMvr p se) lift iromnrrcm 1moms baud an
P!;�!0u_ tirst_yev !NO1r�ed awraee praMra of solictne
of e10.00 bomee an
me d auet•bowd 1
rardwF wr3w
IRS Notice of Non -Bank Custodian Status for Plans MA KI N , OM` r I NS
+waw 9bf . aka yww.r <.aa., r
..r� b.. ma..r • N tm. Jltaat riNN {
.xxM aM� t4 cu 11 to fftMt. aFh4a,.x W
N iw NWai� s.u.8++4A.iw � �-
_ N ! Mtr aM Mw••�atay • u q� y� W'
s+a ai e5a�nte. vest at sW d '•••at. eMaN at1. 4'
R tf.d A .rM� as E..a�i b tnw
p�if uNm t �Mrr. Ji.ra Y+. ry.r� s8. ow�rma.rm
< tstrrt - w m M s y.ry
r N ` vMt rftR a . w.w�wl.
yA Wb+N Yt ,xamef tv.
7
w swhaax.N < ,.. w •zaa.e .
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tat -bFiu r N.t +. � �, airN..., '•+.mow
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iiiw';#u <�... +rni� w� o• .r.mr w w .w....
4 a. Y 1At- A v.Ob w wat•w ..,uw.wa
rw #m w N>ws l.w.wwr w w w.mN n....
w�auro�, i•»ia. +xdar.tw s�ww w awm . c.. d• .N
Tw:w � ara nr aar or... a+is� w+ w
tw .a.i•tawma...uftn . ..wNi....
eiww a w A <+.. we r wawsw wa«u -a
t:wEa" fa:•r�a'<a`w.t ` rd..»• ww�+i."' a w.`:waiii
reNU9a Yli 4 awtf../ Y.www w MfI1.mY. W f.awi x.
rery3ialr.. M 4 .mY -Ntw I.NS -taW y w
8wlllw .4 Ni1..w0 !1. rN.a� Y s�.r
.wmWNw.. N
N 4nn•.r. r +SY. 1 .. ;� wY A•NA•j. -i wM..'M..arw
w �.++ � �,nY.A u�`w�w N M�IYV ' � ' r {� t b (A
uw ia. tsw c � i m i q . � .w�awNw
+i wi w t• r�awMY Y dtyu a.wai ani <4SM N
sN aw va N. r.H! I. ara 1. ♦. !8. �.
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Ptp. t:.aY1
Mwardl
Edwad L4 to Dbdomm dS6lrvlee5, Fern and Olhw C4mponodn— Rm OMM COO= Dbdu= (OQ Amomq
Need 9ldualaryo Mm aIamtOem Account NumbWl 6 -1 - 3
9ueieee4 mama FBa Fat) I I no FLZN! aasi71oaA1rr Diaeloaass N�mbert 000403540
■=iaeaa Addrems 1495 so= aooesvw.T BLVD FA Number: 611095 as lambert Me
e! Naar FL 31040 -5260 Dater 02 /10/701
please sobg Fom MmsW Cmmm he Diulmn (see WEWM)
Rah m s $atviaa will crate the Edward JoDm Disc ome of Setvims, Fels and Odw Campemdoz — Home OQks Omw m
Dbd=me "Ammem . Whey tbb is completd YONM i1Dd this di5d46me whhb Climt Doom== located an the F2 Mmu o f
7oamLiak ,
You mma the pim B&NWy with a mw type of fmkon pmudm dhelomm ao that ttt y
m'y��s&+ay to the pin is evld=dm overall mm ad polodd coomm d hum aad the
df4m is IiSht d 5aviam bdus plovidedL For mom iafo�m, p� as W13 W431.
Pa®e l of l
Drl'aNAI.{NL dA.Y • al0 pa? VDO'rrC53 tlflt'attltls101tBt�lAtLt?C
This erriel des Ndrmem dra�Yemsm arer IsOdmeaaf mer.a.d
SCHEDULES
CONTROVERSIES, GRIEVANCES OR CLAIMS BY
ANY EMPLOYEE OR FORMER EMPLOYEE
1. United States Department of Labor Audit of Conch Flyer, Inc. Settled in
June, 2013. (See attached documents).
41
- Sumnrarl of Unpaid Wages
U.& Department of Labor
TOTAL
AL
��p�nteo0ro11fa0ooadttoo►
wa�andHaiot7MNa
otohtel oMor oaown above by
cti flywba
•oom,..00„
o5owms
3eM Soo* I o mte
09n2/2017
j M"Ft ="3=
F+�PbrRl+dratlDMp��► 694060702
DIM
I 1. t4tiM
0. PeMOd cvmw
2 Addnq� V ftk 0
4. ACKO)
�nwdi ow
ewkg
Fo=V*I e
312:44:36 PM
I
• . GoYL
36 F4W Sbaat owam"S
Kati Wbst, PL 33M to 0W2M0f2
1
$6K8?
. S 16W
173f/f)rsesaas
S0mmwAmdKgt PL 33002 to 020MM
1
5266.7!
1-1 e ye
• $QBne� �IbNea A
1806 Arslamr
Kq► Wb@4 PL 37040 to 0013p/7pi1
1
520.60
' S004 J 530 +31,-1
Ke 33000 to � 6r1
1
$0.08
801 Duv4d &We 12/2drJ01
• Ste,
Kati WWR R 37000 b 07/2!/7012
1
Sa6eo2
..a�m..�o.�oanrayswow
baeb * abauo ros an81v and
rov"wlma.MlASywe
TOTAL
5 4wj2
��p�nteo0ro11fa0ooadttoo►
cana/iRt�arino:
otohtel oMor oaown above by
cti flywba
•oom,..00„
o5owms
3eM Soo* I o mte
;
Kqr NkoB PL 32000
DIM
Fo=V*I e
312:44:36 PM
I
caao 6x 1079526
P 2
i
{ I
U.+epeMleet at I ShOr Wen and Htwr OWN
Sated Center, Sully 266
10300 Sunset Drive
i Mbmf, FL 331733036
305.59544
305- 270 -5571
BACK WAGE DISBURSFMEK17 AND PAY EVIDENCE INSMUCriONS
s
i
As pgvtdid to m tea m btoed by the WnWHor Dlvleion, toe Admininmtor of da Wp-Hour Divbi- is wt6miad m
spa " the prMoss ofbmdk wapa tble dawmat eosWa tpexiRo inameedems m provfdheg avidmee edpymeat to t*
We�Div{sioa.
bgmum dais to rsmamb•r:
1. Date payment must be suds to emphrom farmer —play— S/3II2013
2. Datm pay aWdmm mast be rndvad W dw6foW PL DIvAn Offim 617/2013
3. Date onloated aspbyea 6ttfeS and Real check dos Miami FL District Ofltes 6114=13
1. F4 an enamor, yaw firm will and m fA back wan P4vum 00 or bafmM 5/31!2013
`{` • At 1* anus lime you should seed dmMiuni FL Dimict OEaa lining of amPkWm bdng pW
1 and d mld melds mpbycdsmm4 •mefai saaoiq aembr. gees sal oat •moons
being paid sad ebock number. this should be received is our sins witbla asrm days
oh* psymmt of Badmreps.
i
2. Seed dw _ W0p-F1sm Divides pry evidence to tbdNusd Fl. Damn O!&ato later don: 617120/3
lt�dmm
• SignedWH- SI Recalls! Faem
• Copies ddm frost ad bade of emcdW elaeks ors bmk matd formpbryea who
won pfd dttoagheleeetaania gods UWbr ( EFT) tar soy Petsos you hero paW but fhr wlam
i you do not law a signed meetp.
e Listing d owing say amployee who bwsm been paid (dw m miming eddam Qodarwise).
71b Has sbdd mdode the amplayels lea 10*osm address, social seau* numbw and wbst
swam You base mods to loom rise Pam
3. i Seal du WagwHGWD{vidm s desk (fbr aB udoaad amploym that You ave h so dgeed WH -Si 6/14=13
f0em om cancelled sack cap) on or before:
T*cheekdoddbe - MjF ganuMvW.n– !shad' istbs toed NET motow.
Alhy whh theclassic tbodd be Wdng oft* GrosadNet mauub ewb mployw whose
Bak vmgm nm mduded is IW dmk along whb *hair Social Security Nmbaa. If aayemPlayse
Is 4cosel whhis &a s m wy dme pmiod, dm U.S. Dgmuom of LAW will ptoeeu plym SO
Bulb mployw.
I
i e NOTE: Section 16(c) of the Fair Labor Stadesda Act also provWM in put "Asy soh etnun
ampaidmmmI'mi bamaofbWdkywd onswkbknpododottbmmyamdoBbe
1 cams too the Tmasmyofda Usdd gWae lbue[ua. it is the Po*Y oft* Wrap -Haar
Division to deposit back wows dam v oloamd o*pigee lam t* U.S. Treacry.
• Any deabultd bdmaa slag bon sAim b dm nuemmemt dio*e0eat an pmelry isaeres as rates
i
, -?X
dommined by the U.S. Tfeatary es fequbvd by *A Debt Collecdom Improvemea Act of 1996
(Public Law 104- 134) publialud by dw Secretary of mammy in dw 6edcral Register and other
dofingt m charges and administrative amt shag be ahto atwsed.
In the event of default. the Depemueat intends to p mm addidoaal action dos may (nehrde, but
no lhsdted to, ad laimmodve ado. mkrrd of t6eaccount to credit mpocft ageWM private
collection agencies, U.S. Treowls Debt Mang owm Savice, andlor the Department of Justice.
Apptrnvad by dw fo bWn Fwdast
EMPLOM UNITED STATES DEPARTMENT OF LABOR
S y Is 011ker WAGE DOUR DIVLSWN
N �
i
Title: Tide'
Dais Dste:
1
Summary d UnpaW Wages U.S. Department of Labor
wepeadNewm mm
tome.Ae�eq s ��ca�e.°°'RS � °"`
,maome.a od.. 08x22/2013
N
30 s e eM 3MM M= Emp,e,rerFeOTex m Nud.r SO-Z48um
3. Period Cowed
1.Nwa LAdd� byWWkWW* 4•AGO) Mwjftow
i En�d6iBg
. RetMeK i Om
Key Wbaf; R 33000
to 0243M3
1
SM17
813 sism" Road
O&MM
Ke Y R 33
Key 000
Kay Wast FIL 3300
to OTC!S
1
So"
FOMWH4e
MAIhmLn
07/301201
/
. adw.
Key M4 AL 3700
to OZ2=13
51,35L30
38 ! Sb
0?/TilI0f1
' Canapes_ eae L�a u�aM
Key W FL 33040
to OYIIIylOrT
1
i1,D0?.4d
10MONSbeef A02
O3M/1011
Coflhp�, �atlatle O 3x1.1
Key M4 R. 33000
m 00/18x2011
1
SOL70
. o� Ow*
Key Key Wb*4 FIL =M
to O1/lQ MS
1
5427.43
PORG92M
0
Do KodeD
A r W N4 FL 33005
to OGwm11
1
5340.14
1 Duva/ SbMM Apt !
' FaOey, AMteNe M
Key 104e4 FL 33040
m Of/2va"s
1
51,130.52
1013 3vo* Sbwt
07 !1
• F Mkbed R
Key INWK FL 33000
0 OZ0312013
1
5333.!3
7MEA11210808DW
03 11
eardw. Ala-wj
Key WfM4 FL 3300
M OQx15rl011
1
53AB2
• OCINW61 loom B
Kay 1*4 ft 3300
02/2M13
1
51.087.01
-- SEierA
w
KeyN%KH. 33000
to MUM
1
5084,1
Runw
' Mfebotoy2br0srL E1S- 5V SWU Key WMRFLFL 33040�
0 Ow4mi
1
518170
' muok M
3230DttatAwnw
Key H%K FL 3300
to 1200012
1
53,08842
3355 D MN waw
01l0AM3
• � �' ~T D CQ -1 b` t k4
S Key %b" FL 33040
to 01+01512013
1
!0
P wg LuwM
fow FL 33002
1
0 022wZ013
1
53,088!3
lose. peyeewteeetepmwmme 0 P- NeersMAdewe
SW t W S14.MAV
treat .Uattt du. old to MOO
t+I pepeert/sdwlMeOeadtieer
o
Ca�A
911° abs b
300 Smtlwt RMeewaof
W
Ke Y R 33
Key 000
a. 4
Cod" s
/
-- Jo�iv �•c/yryaosva �'
M ► ^ T
FOMWH4e
Dales O¢I2 ?3124433 PM Can 10: 10711520
1
i
Pawl
SCHEDULE9
EWLOYN WM CONTRACTS
None
42
SCHEDULE 10
LIST OF EMPLOYEES AS OF MARCH 15, 2014
Adams, Andrew V.
Balbuena, Romaldo F.
Berube, Josh
Blagg, Jana
Briner, Kimberly, K.
Cauger, Lynn
Cauger, William
Garcia, Ruben
Gardner, Nancy J.
Grandcourt, Charisse, S.
Grimm, Jerilyn, O
Hein, Mitchell J.
Johnson, Kathy
Olson, Victor
Pearson, Luanne
Pellerito, Kenie, D.
Phillips, Karla
Procher, Ashley
Procher, Warren J
Richmond, John B.
Scharton, Tancy
Walgreen, Jeanette
Wahnsley, Pamela
43
SCHEDULE 11
MATERIAL SUPPLIERS
1. Henry Lee Food Corporation, Miami, Florida
2. Sysco Food Corporation, Miami, Florida
3. US Foods, Inc., Miami, Florida
4. Pepsi -Cola Bottling Company of Key West, Key West, Florida
5. Gold Coast Distributors, Miami, Florida
6. Silver Eagle Distributors, Key West, Florida
7. Southern Wine and Spirits, Miami, Florida
44
: I D1 111i __
INSURANCE
Provided with due diligence materials
511
SCHEDULE 13
INDEBTEDNESS
None
46