Unrestricted Stock Rollover Agreement




 Exhibit 10.3 
 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED
AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES ACQUIRED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A STOCKHOLDERS AGREEMENT AND A REGISTRATION RIGHTS AGREEMENT,
AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH STOCKHOLDERS AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT. 
 UNRESTRICTED STOCK ROLLOVER AGREEMENT 

This Unrestricted Stock Rollover Agreement (this “Agreement”) is made as of June 14, 2007 between Kangaroo
Holdings, Inc. (the “Company”) and the stockholder of OSI Restaurant Partners, Inc. (“OSI” or the “Target”) listed on Schedule 1 hereto as holding the “Rollover Shares”
listed thereon (the “Rollover Stockholder”). 
 RECITALS 

The Company has entered into an Agreement and Plan of Merger, dated as of November 5, 2006 (the “Merger
Agreement”), by and between the Company, a Delaware corporation, Kangaroo Acquisition, Inc. (the “Merger Sub”), a Delaware corporation, and the Target, a Delaware corporation, pursuant to which the Merger Sub will merge
with and into Target (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement. 
 The Company owns all of the common stock of Merger Sub. 
 Under the Amended and
Restated Certificate of Incorporation of the Company, as in effect on the date hereof (the “Company’s Charter”), the Company is authorized to issue shares of common stock, par value $0.01 per share (the “Company
Stock”). 
 The Rollover Stockholder holds shares in the Target. As contemplated under Section 2.1(b) of the
Merger Agreement, the Rollover Stockholder is willing to acquire, and the Company is willing to issue and transfer to the Rollover Stockholder, the number of shares of Company Stock set forth opposite the name of the Rollover Stockholder on
Schedule 1 hereto in exchange for the Rollover Stockholder’s Rollover Shares, all on the terms and subject to conditions set forth in this Agreement. 
 On the date hereof, the Company, the Rollover Stockholder, Bain Capital (OSI) IX, L.P., Bain Capital (OSI) IX Coinvestment, L.P., BCIP TCV, LLC, Bain Capital Integral Investors 2006, LLC, BCIP
Associates - G, Catterton Partners VI - Kangaroo, L.P., Catterton Partners VI - Kangaroo Coinvest, L.P. and all other stockholders of the Company are entering into both a stockholders agreement (the “Stockholders
Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), each dated as of the date hereof and together setting forth certain agreements with respect to, among other things, the management of
the Company and transfers of its shares in various circumstances. 








 AGREEMENT 
 In consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. Definitions. Capitalized terms defined in the Merger Agreement and used but not otherwise defined in this Agreement are used
herein as so defined in the Merger Agreement. 
 2. Sale and Acquisition of Rollover Securities. 

2.1. On the terms and subject to the conditions hereof, the Company hereby agrees to issue to the Rollover Stockholder,
and by his acceptance hereof the Rollover Stockholder agrees to acquire from the Company for investment, on the Closing Date immediately prior to the Effective Time, the number of shares of Company Common Stock set forth opposite the name of the
Rollover Stockholder on Schedule 1 hereto in consideration for the surrender of the Rollover Shares set forth opposite the name of the Rollover Stockholder on Schedule 1 hereto (the “Exchange”). The shares of
Company Common Stock being acquired by the Rollover Stockholder in the Exchange are referred to herein as the “Rollover Securities.” 
 2.2. The Exchange will take place at the same time and location as, and will be substantially contemporaneous with, but immediately prior to, the Effective Time under the Merger Agreement. If, prior to
the closing hereunder, the Merger Agreement is terminated, this Agreement will automatically terminate and be without further force and effect. 
 2.3. The Exchange is intended to qualify as a tax-free exchange with respect to the Rollover Stockholder under Section 351 of the Internal Revenue Code of 1986, as amended (the
“Code”). No party hereto will take a position inconsistent with the preceding sentence on any tax return or otherwise unless required pursuant to a final determination (as defined in Section 1313 of the Code). 

2.4. Immediately prior to the Effective Time, against delivery to the Company by the Rollover Stockholder of the Rollover
Shares contemplated by Section 2.1 hereof, the Company will deliver to the Rollover Stockholder a certificate or certificates for the Rollover Securities to be acquired by the Rollover Stockholder, registered in the name of the Rollover
Stockholder. 
 2.5. The Rollover Securities will be subject to the terms and conditions of the Stockholders
Agreement and the Registration Rights Agreement as “Management Shares;” provided, however, that the Rollover Securities will not be subject to the “Management Call Option” set forth in Section 5 of the
Stockholders Agreement or any similar right set forth therein. 
 3. Representations and Warranties of the Company. The
Company represents and warrants to the Rollover Stockholder, as of the date hereof and as of the Closing Date, that: 
 3.1. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has delivered to the Rollover Stockholder true









 
and complete copies of the Company’s Charter and the By-Laws of the Company as in effect on the date hereof. Such documents will be in effect in such form as delivered from and after the
Closing Date. 
 3.2. The Company has, or prior to the Closing Date will have, taken all corporate action
required to authorize the execution and delivery of this Agreement and the issuance of the Rollover Securities. The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder,
including issuing the Rollover Securities. 
 3.3. The Rollover Securities, when issued in exchange for the
Rollover Shares as contemplated by Section 2.1 hereof, will be duly authorized, validly issued, fully paid and non-assessable. 
 3.4. Neither the Company nor any of its subsidiaries has conducted any material business or entered into any material transactions or incurred any material liability other than in connection with the
formation of the Company, the Merger Agreement, the transactions contemplated hereby and thereby and the financing thereof. 
 3.5. Each of the Stockholders Agreement, the Registration Rights Agreement and this Agreement is, or at or prior to the Closing will be, duly executed and delivered by, and a legal, valid and binding
obligation of, the Company and Merger Sub, or such of them as are a party thereto, enforceable in accordance with its respective terms. 
 3.6. Following the consummation of the transactions contemplated by the Merger Agreement, the shares of stock and other equity interests of the Company will be owned, beneficially and of record, by the
persons and in the amounts set forth in Schedule 2 hereto. 
 4. Representations and Warranties of the Rollover
Stockholder. The Rollover Stockholder represents and warrants to the Company as of the date hereof and as of the Closing Date, that: 
 4.1. The Rollover Stockholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and
delivered by the Rollover Stockholder, and is the legal, valid and binding obligation of the Rollover Stockholder, enforceable against him in accordance with the terms hereof. 

4.2. The Rollover Stockholder is the record and beneficial owner of the outstanding Rollover Shares set forth opposite the
Rollover Stockholder’s name on Schedule 1 hereto, and has good and marketable title to such Rollover Shares, free and clear of all encumbrances except as are imposed by applicable securities laws. The Rollover Stockholder has, or as of
the effectiveness of the Exchange will have, full right, power and authority to transfer and deliver to the Company valid title to the Rollover Shares held by the Rollover Stockholder, free and clear of all encumbrances. Immediately following the
Exchange, the Company will be the record and beneficial owner of such Rollover Shares, and have good and marketable title to such Rollover Shares, free and clear of all encumbrances except as are imposed by applicable securities laws or created by
the Company. Except pursuant to this Agreement, 








 
there is no contractual obligation pursuant to which the Rollover Stockholder has, directly or indirectly, granted any option, warrant or other right to any Person to acquire any Rollover Shares.

 4.3. The Rollover Stockholder has been advised that the Rollover Securities have not been registered under the
Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available. The
Rollover Stockholder is aware that the Company is under no obligation to effect any such registration with respect to the Rollover Securities (except solely to the extent provided in the Registration Rights Agreement) or to file for or comply with
any exemption from registration. 
 4.4. The Rollover Stockholder is aware that he may sell, transfer or
otherwise dispose of the Rollover Securities only in a manner consistent with the Securities Act and the terms and conditions set forth in this Agreement, the Stockholders Agreement and the Registration Rights Agreement. 

4.5. The Rollover Stockholder (a) is acquiring the Rollover Securities for his own account, not as a nominee or
agent, and not with a view to, or for resale in connection with, the distribution thereof in violation of the Securities Act, (b) has no present intention of selling, granting any participation in or otherwise distributing the Rollover
Securities and (c) is under no obligation, contractual or otherwise, to sell, transfer or pledge any Rollover Securities, or grant any participation interest in any Rollover Securities, to any person or entity. 

4.6. The Rollover Stockholder either (a) is an “Accredited Investor” within the meaning of Regulation D
under the Securities Act or (b) either on his own or with the assistance of a qualified “purchaser representative” (as defined in Regulation D under the Securities Act), has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective investment. An “Accredited Investor” includes any person who comes within any of the following categories, or who the issuer reasonably believes comes
within any of the following categories, at the time of the sale of the securities to that person: (a) any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds
$1,000,000 and (b) any natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable
expectation of reaching the same income level in the current year. 
 4.7. The Rollover Stockholder’s
financial condition is such that he is able to (a) bear the economic risk of holding the Rollover Securities for an indefinite period of time, and (b) incur a complete loss of his entire investment in such Rollover Securities. 

4.8. The Rollover Stockholder has such knowledge and experience in financial and business matters that he is capable,
either on his own or with the assistance of a qualified “purchaser representative” (as defined in Regulation D under the Securities Act), of evaluating the merits and risks of such investment. 








 4.9. The Rollover Stockholder has been afforded the opportunity to ask
questions and receive answers concerning the terms and conditions of the offering of Rollover Securities, and to obtain information reasonably necessary for him to evaluate the offering. 

4.10. The Rollover Stockholder agrees that his acceptance of the Rollover Securities constitutes an acknowledgement and
waiver of any right that he may have to rescind this or any other transaction in the Company’s securities based upon any previous offers to buy such securities. 
 5. Conditions to Acquisition and Issuance of Rollover Securities. 
 5.1. The Company’s obligation to issue and sell the Rollover Securities is subject to the satisfaction of the following conditions: 

(a) all material representations and warranties of the Rollover Stockholder contained in this Agreement will be true and
correct as of the Closing, and consummation of the subscriptions contemplated hereby will constitute a reaffirmation by the Rollover Stockholder that all material representations and warranties of the Rollover Stockholder contained in this Agreement
are true and correct as of the Closing; 
 (b) on the Closing Date, following (but substantially
contemporaneously with) the Exchange, all conditions to the Company’s obligation to close under the Merger Agreement will have been satisfied or waived by the Company; and 

(c) on or before the Closing Date, substantially contemporaneously with the Exchange, the Rollover Stockholder will have
duly executed and delivered to the Company a counterpart of the Stockholders Agreement and the Registration Rights Agreement. 
 5.2. The Rollover Stockholder’s obligation to deliver the Rollover Shares to the Company and to acquire the Rollover Securities in exchange therefor is subject to the satisfaction of the following
conditions: 
 (a) all representations and warranties of the Company contained in this Agreement will be true and
correct as of the Closing, and consummation of the Closing will constitute a reaffirmation by the Company that all the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing; and 

(b) at or prior to the Exchange, each party other than the Rollover Stockholder will have duly executed and delivered to
the Rollover Stockholder a counterpart of the Stockholders Agreement and the Registration Rights Agreement. 








 6. Indemnities. 

6.1. The Company will indemnify, exonerate and hold the Rollover Stockholder and each of his affiliates, fiduciaries,
employees and agents and each of the partners, members, shareholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against
any and all actions, causes of action, suits, losses, liabilities and damages and expenses in connection therewith, including, without limitation, reasonable attorneys’ fees and disbursements, but excluding punitive damages (collectively, the
“Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of or relating to any breach of any representation, warranty or agreement in this Agreement by the Company. If and to the extent that
the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of such Indemnified Liabilities that is permissible under applicable law. 

6.2. The Rollover Stockholder will indemnify, exonerate and hold the Company harmless from and against any and all
Indemnified Liabilities as a result of, arising out of or relating to any breach of any representation, warranty or agreement in this Agreement by the Rollover Stockholder; provided, that the Rollover Stockholder shall be liable only to the
extent of the value of his Rollover Securities. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Rollover Stockholder hereby agrees to make the maximum contribution to the payment and satisfaction of each
of such Indemnified Liabilities that is permissible under applicable law, subject to the limitation in the proviso to the immediately preceding sentence. 
 7. Restrictions on Transfer. 
 7.1. Restrictive
Securities Act Legend. All certificates representing Rollover Securities will bear a legend in substantially the following form: 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN
A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER
THE ACT COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE ISSUER, THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.” 

7.2. Termination of 7.1 Restrictions. The restrictions imposed by Section 7.1 hereof upon the transferability
of Rollover Securities will cease and terminate as to any particular Rollover Securities (a) when, in the reasonable opinion of Ropes & Gray LLP or other counsel reasonably acceptable to the Company, such restrictions are no longer
required in order to assure compliance with the Securities Act, or (b) when the Rollover Securities have been registered under the Securities Act or transferred pursuant to Rule 144 thereunder. Whenever such restrictions cease and terminate as
to any Rollover Securities, or such Rollover Securities are transferable under paragraph (k) of Rule 144, the holder thereof will be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth in
Section 7.1 hereof. 








 8. Miscellaneous. 

8.1. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire
understanding among the parties with respect to the subject matter hereof and thereof. 
 8.2. Notices.
Any notices and other communications required or permitted in this Agreement will be effective if in writing and delivered as provided in Section 11.2 of the Stockholders Agreement. 

8.3. Amendment. 
 (a) This Agreement can be amended or modified only by an instrument in writing signed by the party against whom enforcement of such change is sought. 

(b) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any
rights or remedies provided by law. 
 8.4. Expenses. The Company shall bear its and the Rollover
Stockholder’s costs and expenses in connection with or relating to the preparation, negotiation and execution of this Agreement, and the consummation of the transactions contemplated hereby. Each of the Company and the Rollover Stockholder will
bear its and his own costs and expenses in connection with or relating to any and all amendments, modifications, restructurings and waivers, and exercises and preservations of rights and remedies hereunder and the operations of the Company and any
of its Subsidiaries. 
 8.5. Successors; Assignment. This Agreement will bind and inure to the benefit of
the parties hereto and their respective successors, assigns, heirs and representatives. Prior to the Closing, the Rollover Stockholder may not assign any of his rights hereunder, and, after the Closing, the Rollover Stockholder may assign any of his
rights hereunder only in connection with a transfer of the Rollover Securities in compliance with the terms and conditions of the Stockholders Agreement and the Registration Rights Agreement. 

8.6. Survival. All covenants, agreements, representations and warranties made herein will survive the execution and
delivery hereof and transfer of any Rollover Securities. 
 8.7. Counterparts. This Agreement may be
executed in any number of counterparts, each of which will be deemed an original, but all of which will together constitute one and the same instrument. 
 9. Governing Law; Disputes. 
 9.1.
Governing Law. This Agreement and all claims arising in whole or in part out of, based on or in connection with this Agreement will be governed by and construed in accordance with the domestic substantive laws of the State of New York,
without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 








 9.2. Consent to Jurisdiction. Each party to this Agreement, by its or
his execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, City of New York, County of New York for the purpose of any action, claim, cause of action or
suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement, or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not
to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it or he is not subject personally to the jurisdiction of the above-named courts, that its or his
property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and
(c) hereby agrees neither to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter
hereof or thereof other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a
party in any litigation in connection with which it or he may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Each party hereto
hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its or his address specified pursuant to
Section 11.2 of the Stockholders Agreement is reasonably calculated to give actual notice. 
 9.3. Waiver
of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE
WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT
IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT
OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR
PROCEEDING ARISING IN WHOLE OR IN PART OUT OF, BASED ON OR
IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (IN
CONTRACT, TORT OR OTHERWISE), IN EACH CASE, WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE. ANY OF
THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION 9.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF EACH OF THE PARTIES HERETO TO THE WAIVER OF ITS OR
HIS RIGHT TO TRIAL BY JURY. 
 9.4. Reliance. Each of the parties hereto acknowledges that it or he has been informed by each other party that the provisions of this Section 9 constitute a material inducement upon which
such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby. 








 IN WITNESS WHEREOF, the parties hereto,
intending to be legally bound by the terms hereof, have caused this Agreement to be executed, under seal, as of the date first above written by their officers or other representatives thereunto duly authorized. 

 

							
	THE COMPANY:	 		 	KANGAROO HOLDINGS, INC.
				
		 		 	By:	 	 /s/ Ian Blasco

		 		 		 	Name: Ian Blasco
		 		 		 	Title: Vice President

 Unrestricted Stock Rollover Agreement 









							
	THE ROLLOVER STOCKHOLDER:	 		 		 	 /s/ Steven T. Shlemon

		 		 		 	Steven T. Shlemon

 Unrestricted Stock Rollover Agreement 









							
	THE ROLLOVER STOCKHOLDER:	 	  	 	  	 	 /s/ Steven T. Shlemon

		 		 		 	Steven T. Shlemon as
		 		 		 	CUST Steven Michael Shlemon
		 		 		 	UNDER THE FL UNIF TRAN MIN ACT

 Unrestricted Stock Rollover Agreement 








 Schedule 1 to 
 Unrestricted Stock Rollover Agreement 
 ROLLOVER SHARES AND ROLLOVER
SECURITIES 
  

									
	 Name of Rollover Investor
	  	Number of Rollover Shares	 	  	Number of Rollover Securities	 
	 Steven T. Shlemon
	  	 	74,400	  	  	 	306,156	  
	 Steven T. Shlemon as

CUST for Steven Michael Shlemon

UNDER THE FL TRAN MIN ACT
	  	 	1,608	  	  	 	6,617	  









 Schedule 2 to 
 Unrestricted Stock Rollover Agreement 
 POST-CLOSING EQUITY OWNERSHIP IN
KANGAROO HOLDINGS, INC. 
  

																							
	 Name / Entity
	  	Issued Shares	 	  	Rollover
Shares	  	Restricted
Stock	 	  	Options	 	  	Fully Diluted
Shares	 	  	Fully Diluted
Ownership 
%	 
	 Bain Capital (OSI) IX, L.P.
	  	 	54,006,581.7	  	  		  				  				  	 	54,006,581.7	  	  	 	49.39	% 
	 Bain Capital (OSI ) IX Coinvestment, L.P.
	  	 	15,295,202.8	  	  		  				  				  	 	15,295,202.8	  	  	 	13.99	% 
	 BCIP TCV, LLC
	  	 	126,959.0	  	  		  				  				  	 	126,959.0	  	  	 	0.12	% 
	 Bain Capital Integral Investors 2006, LLC
	  	 	637,456.1	  	  		  				  				  	 	637,456.1	  	  	 	0.58	% 
	 BCIP Associates - G
	  	 	8,800.4	  	  		  				  				  	 	8,800.4	  	  	 	0.01	% 
	 Catterton Partners VI - Kangaroo, L.P.
	  	 	10,000,000	  	  		  				  				  	 	10,000,000	  	  	 	9.15	% 
	 Catterton Partners VI - Kangaroo Coinvest, L.P.
	  	 	4,500,000	  	  		  				  				  	 	4,500,000	  	  	 	4.12	% 
	 CTS Equities Limited Partnership (BOA)
	  	 	1,126,104	  	  		  				  				  	 	1,126,104	  	  	 	1.03	% 
	 CTS Equities Limited Partnership (Wach.)
	  	 	1,200,000	  	  		  				  				  	 	1,200,000	  	  	 	1.10	% 
	 CTS Equities Limited Partnership (Sun)
	  	 	2,991,812	  	  		  				  				  	 	2,991,812	  	  	 	2.74	% 
	 Chris T. Sullivan Foundation
	  	 	611,415	  	  		  				  				  	 	611,415	  	  	 	0.56	% 
	 Ashley Sullivan Irrevocable Trust
	  	 	146,214	  	  		  				  				  	 	146,214	  	  	 	0.13	% 
	 Alexander Sullivan Irrevocable Trust
	  	 	142,099	  	  		  				  				  	 	142,099	  	  	 	0.13	% 
	 Ashley Sullivan
	  	 	5,280	  	  		  				  				  	 	5,280	  	  	 	0.00	% 
	 Alexander Sullivan
	  	 	5,284	  	  		  				  				  	 	5,284	  	  	 	0.00	% 
	 RDB Equities Limited Partnership
	  	 	8,604,652	  	  		  				  				  	 	8,604,652	  	  	 	7.87	% 
	 JTG Equities Limited Partnership
	  	 	1,200,000	  	  		  				  				  	 	1,200,000	  	  	 	1.10	% 
	 Mark Aaron
	  	 	100,000	  	  		  				  				  	 	100,000	  	  	 	0.09	% 
	 A. William Allen, III
	  				  		  	 	1,851,750	  	  	 	497,482	  	  	 	2,349,232	  	  	 	2.15	% 
	 Stephanie L. Amberg
	  	 	5,000	  	  		  	 	8,230	  	  				  	 	13,230	  	  	 	0.01	% 
	 Paul E. Avery
	  				  		  	 	1,234,500	  	  	 	459,214	  	  	 	1,693,714	  	  	 	1.55	% 
	 Richard J. Beach
	  				  		  	 	16,460	  	  				  	 	16,460	  	  	 	0.02	% 
	 Jody Bilney
	  				  		  	 	102,875	  	  				  	 	102,875	  	  	 	0.09	% 
	 Karen C. Bremer
	  	 	5,000	  	  		  				  				  	 	5,000	  	  	 	0.00	% 
	 Michael W. Coble
	  	 	100,000	  	  		  				  				  	 	100,000	  	  	 	0.09	% 
	 John W. and Trudy I. Cooper
	  	 	100,000	  	  		  				  				  	 	100,000	  	  	 	0.09	% 
	 William A. Daniel
	  				  		  	 	61,725	  	  				  	 	61,725	  	  	 	0.06	% 
	 Stephen C. Erickson
	  	 	50,000	  	  		  				  				  	 	50,000	  	  	 	0.05	% 
	 Donald R. Everts
	  	 	80,000	  	  		  				  				  	 	80,000	  	  	 	0.07	% 
	 Curtis H. Fox
	  	 	5,000	  	  		  				  				  	 	5,000	  	  	 	0.00	% 
	 Randy Graham
	  	 	15,000	  	  		  				  				  	 	15,000	  	  	 	0.01	% 
	 Matthew P. Halme
	  	 	5,000	  	  		  	 	16,460	  	  				  	 	21,460	  	  	 	0.02	% 
	 Joseph W. Hartnett
	  	 	5,000	  	  		  	 	41,150	  	  				  	 	46,150	  	  	 	0.04	% 
	 Dennis L. Hood
	  	 	10,000	  	  		  				  				  	 	10,000	  	  	 	0.01	% 
	 Joseph Larry Jackson
	  				  		  	 	20,575	  	  				  	 	20,575	  	  	 	0.02	% 
	 Joseph J. Kadow
	  				  		  	 	308,625	  	  	 	319,810	  	  	 	628,435	  	  	 	0.57	% 
	 Joseph Kadow CUST for Emily Kadow UNDER FLORIDA UTMA
	  	 	10,000	  	  		  				  				  	 	10,000	  	  	 	0.01	% 










																									
	 Name / Entity
	  	Issued Shares	 	  	Rollover
Shares	 	  	Restricted
Stock	 	  	Options	 	  	Fully Diluted
Shares	 	  	Fully Diluted
Ownership 
%	 
	 Joseph Kadow CUST for Katherine Kadow UNDER FLORIDA UTMA
	  	 	10,000	  	  				  				  				  	 	10,000	  	  	 	0.01	% 
	 William J. Kadow
	  	 	20,000	  	  				  	 	82,300	  	  				  	 	102,300	  	  	 	0.09	% 
	 Gregory A. Laney
	  	 	5,000	  	  				  	 	16,460	  	  				  	 	21,460	  	  	 	0.02	% 
	 William G. Leahy
	  	 	10,000	  	  				  				  				  	 	10,000	  	  	 	0.01	% 
	 Kelly M. Lefferts
	  	 	5,000	  	  				  	 	20,575	  	  				  	 	25,575	  	  	 	0.02	% 
	 C. Howard Leigh
	  				  				  	 	41,150	  	  				  	 	41,150	  	  	 	0.04	% 
	 John A. Massari
	  				  				  	 	24,690	  	  				  	 	24,690	  	  	 	0.02	% 
	 Richard E. Meyer
	  	 	100,000	  	  				  				  				  	 	100,000	  	  	 	0.09	% 
	 Dirk A. Montgomery
	  				  				  	 	411,500	  	  	 	153,071	  	  	 	564,571	  	  	 	0.52	% 
	 James Morey
	  				  				  	 	102,875	  	  				  	 	102,875	  	  	 	0.09	% 
	 Stephen S. Newton
	  	 	15,000	  	  				  				  				  	 	15,000	  	  	 	0.01	% 
	 Steven A. Overholt
	  	 	100,000	  	  				  				  				  	 	100,000	  	  	 	0.09	% 
	 James Pollard
	  	 	30,000	  	  				  				  				  	 	30,000	  	  	 	0.03	% 
	 Dennis L. Prescott
	  	 	20,000	  	  				  	 	41,150	  	  				  	 	61,150	  	  	 	0.06	% 
	 Martin Reichenthal
	  	 	50,000	  	  				  	 	61,725	  	  				  	 	111,725	  	  	 	0.10	% 
	 Richard Renninger
	  				  				  	 	102,875	  	  				  	 	102,875	  	  	 	0.09	% 
	 Lindon D. Richardson
	  	 	10,000	  	  				  	 	41,150	  	  				  	 	51,150	  	  	 	0.05	% 
	 Mark Running
	  	 	25,000	  	  				  				  				  	 	25,000	  	  	 	0.02	% 
	 Amanda L. Shaw
	  				  				  	 	4,115	  	  				  	 	4,115	  	  	 	0.00	% 
	 Steven T. Shlemon
	  	 	30,000	  	  	 	306,156	  	  				  				  	 	336,156	  	  	 	0.31	% 
	 Steven T. Shlemon CUST Steven Michael Shlemon UNDER THE FL UNIF TRAN MIN ACT
	  				  	 	6,617	  	  				  				  	 	6,617	  	  	 	0.01	% 
	 Jeffrey S. Smith
	  	 	45,000	  	  				  				  				  	 	45,000	  	  	 	0.04	% 
	 Steven C. Stanley
	  				  				  	 	41,150	  	  				  	 	41,150	  	  	 	0.04	% 
	 Irene Wenzel
	  	 	10,000	  	  				  	 	20,575	  	  				  	 	30,575	  	  	 	0.03	% 
	 Fred T. Williams
	  				  				  	 	32,920	  	  				  	 	32,920	  	  	 	0.03	% 
	 Current Option Pool
	  				  				  				  	 	483,814	  	  	 	483,814	  	  	 	0.44	% 
	 Options res’d for later issuance
	  				  				  				  	 	820,025	  	  	 	820,025	  	  	 	0.75	% 
	 Total
	  	 	101,582,860	  	  	 	312,773	  	  	 	4,707,560	  	  	 	2,733,415	  	  	 	109,336,608	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total Shares issued at close
	  	 	106,603,193	  	  				  				  				  				  	 	97.5	% 
	 Option Pool
	  	 	2,733,415	  	  				  				  				  				  	 	2.5	% 
		  	  
	  
	 	  				  				  				  				  	  
	  
	 
	 Total Fully Diluted Shares
	  	 	109,336,608	  	  				  				  				  				  	 	100.0	%