Comtek Expositions, Inc. - Page 5

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          that the business and affairs of the corporation shall be                   
          conducted subject to the terms and conditions hereof.”  Among the           
          actions that can be taken only by unanimous vote of the Board of            
          Directors are:  “(i) obligating the Corporation to participate in           
          any exhibition or exposition; * * * [and] (v) entering into any             
          extraordinary agreement or incurring any extraordinary expense              
          not in the usual and regular course of business * * *”.                     
               Article 10 of the stockholders’ agreement, entitled                    
          “Agreement Regarding Revenues”, provides “that the ‘net profits’            
          (as defined herein)4 to the Corporation from its exhibition and             
          exposition operations shall be allocated to the Stockholders”               
          under three different scenarios, depending on where “the                    
          exhibition or exposition takes place”.  Kogan’s percentage of net           
          profits under the three scenarios is always less than 20 percent            
          of net profits and equal to one-half of Pollak’s and Tseytin’s              
          percentages, which are always equal to each other.  Under the               
          three scenarios, Agalarov’s percentages of net profits vary to              
          include 50 percent of net profits for trade shows in the former             
          Soviet Union, 10 percent of net profits for trade shows in                  
          Romania, and 20 percent of net profits for trade shows in the               
          United States.  The stockholders’ agreement does not refer to or            

               4The last sentence of Article 10 of the stockholders’                  
          agreement provides:  “For purposes hereof, the term net profits             
          means the gross revenues from the operations of the Corporation             
          less all cost and expenses and taxes.”                                      





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Last modified: May 25, 2011