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To: scion who wrote (93)1/16/2004 3:55:22 PM
From: scion  Read Replies (1) | Respond to of 137
2. Restrictions on Transfer of Hadid Shares.

Morgan Trust, et al. · SC 13D · Trans Continental Entertainment Group

(a) Mohamed Hadid, Graye Capital, Ltd., a British Virgin Islands corporation, Fortune Multimedia, Ltd., a British Virgin Islands corporation, and Homesite Capital, Ltd., a British Virgin Islands corporation (collectively, the "Hadid Group") shall not Transfer any Shares except as permitted by this Agreement, and any Transfer that does not comply with this Agreement shall be void. The Company shall not recognize as a stockholder of the Company any person who has acquired Shares from any of the Hadid Group other than as provided for in this Agreement (including, without limitation, a pledgee or secured party), shall not issue dividends to any such person, and shall not permit any such person to vote any such Shares.
(b) Any of the Hadid Group may Transfer Shares, subject to applicable federal and state securities laws, at anytime if prior to such Transfer each of The Jefferson Trust ("Jefferson Trust"), The Paramount Trust ("Paramount Trust"), The Morgan Trust ("Morgan Trust") and Richard J. Walk either (i) do not hold or beneficially own any Shares or (ii) have sold some or their respective Shares with gross individual proceeds of at least $5,000,000; provided, however, for so long as Jefferson Trust holds or beneficially owns Shares, any person who has acquired Shares from any of the Hadid Group shall be required to become a party to this Agreement as a Stockholder and member of the Proxy Group (defined below).

Trans Continental Entertainment Group Inc · 10KSB · For 2/28/99 · p. 12
10KSB 12th Page of 70

As compensation for services performed in this transaction, the Company issued 1,250,000 shares of common stock and warrants for the purchase of 1,250,000
shares of common stock at an exercise price of $0.79 per share, expiring three years from the date of issue, to KAV Kapitalangleger Verlag AG ("KAV").

On February 18, 1997, the Company entered into an agreement (the "Peacetime Agreement") with Peacetime Communications, Ltd.; Emerald Capital, Inc.; and
Wallington Investment, Ltd. ("Wallington"), whereby the Company canceled obligations to Peacetime, Emerald and Wallington in the aggregate amount of approximately $4,080,000 and obtained additional financing in the amount of $1,000,000 (or less, at the Company's discretion) through the sale of 25% of its
ownership in Histech; all of the Company's interests in DBE Software, Inc.("DBE"); and 1,000,000 shares of the Company's common stock.

Peacetime received 2,417 shares of the common stock of Histech representing 18% of the total outstanding shares of Histech and the Company's entire claim to 145,745 shares of DBE common stock representing 14.594% of the outstanding DBE common stock.

The DBE common stock has been placed into escrow pursuant to an escrow agreement executed concurrently with the Agreement. Upon the receipt of one million dollars, the escrow agent shall transfer the Company's interest in DBE to Peacetime. In the event that less than one million dollars is drawn by the Company, a percentage of the Company's interest in DBE, which is proportionate to the amount of capital provided to the Company, shall be delivered to Peacetime with the remainder of the DBE interest returned to the Company.

Emerald and Wallington each received 134 shares of Histech common stock (representing 1% of the total number of outstanding shares of Histech) and 500,000 shares of the Company's common stock.

As of February 28, 1999, the full amount of the one million dollars had been funded as agreed and the total number of DBE shares held in escrow has been transferred to Peacetime.