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(a)
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the
acquisition by persons of additional securities of the Company, or the
disposition of securities of the
Company;
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(b)
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a
reorganization involving the
Company;
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(c)
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a
sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
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(d)
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a
change in the present board of directors and management of the Company,
including plans or proposals to change the number or term of directors or
to fill any existing vacancies on the
board;
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(e)
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a
material change in the present capitalization or dividend policy of the
Company;
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(f)
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other
material changes in the Company’s business or corporate
structure;
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(g)
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changes
in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company
by any person;
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(h)
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causing
a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
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(j)
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any
action similar to any of those enumerated in (h) through (i),
above.
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(a)
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Mrs.
Putback-Bean beneficially owns 52,210,251 shares, or 39.2% of the voting
stock of the Company, out of 133,247,181 total voting shares, which number
includes 113,247,181 shares of common stock issued and outstanding, as of
the date of this filing, and 1,000,000 shares of Preferred Stock issued
and outstanding, which shares can vote in aggregate, 20,000,000
shares. Mrs. Putback-Bean’s beneficial share ownership includes
34,210,251 shares of common stock which she holds and 18,000,000 voting
shares in connection with the 900,000 shares of Preferred Stock which she
holds (which Preferred Stock is convertible into 900,000 shares of common
stock at the option of Mrs.
Putback-Bean).
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(b)
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Mrs.
Putback-Bean has the power (along with her husband, Kenneth W. Bean) to
vote 52,210,251 shares, or 39.2% of the voting stock of the Company, out
of 133,247,181 total voting shares, which number includes 113,247,181
shares of common stock issued and outstanding, and 1,000,000 shares of
Preferred Stock issued and outstanding, as of the date of this filing,
which can vote in aggregate, 20,000,000 shares. Mrs.
Putback-Bean has the power (along with her husband, Kenneth W. Bean) to
dispose of 35,110,251 shares of common stock which includes 34,210,251
shares of common stock currently held by Mrs. Putback-Bean and 900,000
shares of Preferred Stock which are convertible into 900,000 shares of
common stock at the option of Mrs. Putback-Bean. Additionally,
all of the shares of stock held by Mrs. Putback-Bean are deemed to be
beneficially owned by her husband, the Company’s Vice President, Kenneth
W. Bean, as Texas, her state of residence is a community property
state.
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(c)
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N/A.
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(d)
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No
person, other than Linda Putback-Bean and Kenneth W. Bean, has the right
to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the securities beneficially owned by Mrs.
Putback-Bean.
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(e)
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N/A.
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