|
Exhibit 10.2
SCHEDULES TO SHARE EXCHANGE AND ADDITIONAL NOTE PURCHASE
AGREEMENT
<PAGE>
The information in the following schedules solely refers to
River Capital Group,
Inc. and the Subsidiaries (as defined in the Exchange
Agreement)
<PAGE>
SCHEDULE I
OPTION ALLOCATION
--------------------------------------------------------------------------------
Name of the Optionee Number of Options
--------------------------------------------------------------------------------
Michael Pawelek Initial Officer Options with
respect to 1/3 of the Option Shares
to be authorized and issued under
the Option Plan
--------------------------------------------------------------------------------
Wayne Psencik Initial Officer Options with
respect to 1/3 of the Option Shares
to be authorized and issued under
the Option Plan
--------------------------------------------------------------------------------
Sherry L. Spurlock Initial Officer Options with
respect to 1/3 of the Option Shares
to be authorized and issued under
the Option Plan
--------------------------------------------------------------------------------
<PAGE>
SCHEDULE 3(a)
ORGANIZATION AND QUALIFICATION
LIST OF SUBSIDIARIES
-------------------------------------------------------------------------------
SUBSIDIARIES JURISDICTIONS OF PERCENTAGE OF
ORGANIZATION/INCORPORATION OUTSTANDING CAPITAL
STOCK/EQUITY INTERESTS
-------------------------------------------------------------------------------
River Capital Barbados 100% held by RCGI
Holdings Limited
-------------------------------------------------------------------------------
River Reinsurance Barbados 100% held by River
Limited Capital Holdings
Limited
-------------------------------------------------------------------------------
Both companies are held free and clear of Liens. No subsidiary
owns any equity
interest in any other Person.
<PAGE>
SCHEDULE 3(c)(i)
CAPITALIZATION
As of the date of the Exchange Agreement, there are 50,000,000
shares, par value
$.001 per share, authorized and 38,552,749 shares issued and
outstanding. All
such shares are common stock. There are no shares reserved for
any stock option
or other plan.
SCHEDULE 3(c)(ii)
After the Exchange Closing, there will be 50,000,000 shares, par
value $.001 per
share, authorized, and the number of the issued and outstanding
shares will be
the sum of (i) 38,552,749 as adjusted for the Reverse Stock
Split plus (ii) the
New RCGI Common Shares plus (iii) a number of RCGI Common Shares
issuable to C K
Cooper & Company equal to $180,000 divided by the Per Share
Purchase Price.
SCHEDULE 3(c)(iii)
No exceptions, except for transactions and arrangements
contemplated by the
Exchange Agreement and the other Transaction Documents.
<PAGE>
SCHEDULE 3(e)
NO CONFLICTS
1. Upon termination of the service agreement between RCGI and
Concord
Capital Limited, remaining fees under the agreement will become
due. Such amount
is reflected as "Concord Capital Limited Contracts Notice (10
month)" on
Schedule 3(z).
FILINGS AND CONSENTS
1. Filing and clearance of the Information Statement with the
SEC.
2. Filing of the required amendment to RCGI's Certificate of
Incorporation.
3. Receipt of Stockholders Consent to the actions set forth in
the
Information Statement.
4. Filings required by Section 4(j) and other periodic SEC
filings.
<PAGE>
SCHEDULE 3(f)
SEC DOCUMENTS
A. The table below sets forth all reports, schedules, forms,
statements
and other documents required to be filed by the Company with the
SEC pursuant to
the reporting requirements of the 1934 Act since December 31,
2005.
Forms Filing Date
----- -----------
8-K 2007-06-19
10QSB 2007-05-15
10KSB 2007-04-02
8-K 2007-01-08
10QSB 2006-11-14
10QSB 2006-08-14
8-K/A 2006-07-07
8-K/A 2006-06-05
10QSB 2006-05-15
10KSB 2006-04-13
NT 10-K 2006-03-30
8-K 2006-02-09
8-K/A 2006-02-09
8-K 2006-01-06
B. The list below sets forth, since December 31, 2005, all press
releases,
analyst reports, advertisements and other written communications
with
stockholders or other investors, or potential stockholders or
other potential
investors, on behalf of the Company or any of its
Subsidiaries.
o Press release issued on March 8, 2006, announcing the
completion of the acquisition of River Reinsurance Limited.
C. SEC Comments. In its letter dated July 27, 2007, the
Associates Chief
Accountant indicated that it is not clear why the acquisition of
River Capital
Holdings was not accounted for as a reverse merger. RCGI does
not know whether
this statement will be made into a formal comment as its 2005
Form 10K-SB.
<PAGE>
D. Possible Erroneous Statements. The cover page of RCGI's Form
10K-SB for
each of the years ended December 31, 2005 and December 31, 2006
states that RCGI
is not a "shell company" within the meaning of the rules of the
SEC.
E. RCGI has not received or otherwise had knowledge of any
complaint or
claim regarding the accounting or auditing practices of RCGI or
any of the
Subsidiaries or its internal accounting controls
<PAGE>
SCHEDULE 3(g)
ABSENCE OF CERTAIN CHANGES
RCGI's accumulated accounts payable at August 1, 2007, as listed
in Schedule
3(z) exceed the value of RCGI's assets on the March 31, 2007
Balance Sheet.
<PAGE>
SCHEDULE 3
| 
