Ann: VIP Operations Update, page-47

1) The performance shares will increase the holdings of the owners and therefore makes takeover impossible. If that’s the case, a huge discount will be applied for the lack of marketability.

2) The performance shares is vested @ $0 and dilutes the existing shareholders without adding any equity to the company. Again, the lack of non-owner shareholder voting mean such transactions cannot be voted out. Another huge discount applies.

Management need reduce control, and offer a board seat to non family member.