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EXHIBIT 10.30
UOL PUBLISHING, INC.
SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
This Series C Preferred Stock and Warrant Purchase Agreement (the
"Agreement") is entered into as of the 27th day of March 1998, by and among
UOL Publishing, Inc., a Delaware corporation (the "Company"), and the parties
listed on Exhibit A hereto (the "Purchasers").
WHEREAS, the Company desires to enter into this Agreement with the
Purchasers to sell and issue shares of its Series C Preferred Stock (as defined
below), together with warrants (the "Warrants") to purchase shares of its
Common Stock (as defined below), to the Purchasers; and
WHEREAS, the Purchasers desire to enter into this Agreement to acquire
shares of Series C Preferred Stock of the Company and the Warrants on the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties to this Agreement mutually agree as follows:
1. AUTHORIZATION AND SALE.
1.1 AUTHORIZATION. The Company has authorized the
issuance and sale of up to an aggregate of 1,000,000 shares of its Series C
Convertible Preferred Stock, $0.01 par value per share (the "Series C Preferred
Stock"), having substantially the rights, preferences, privileges and
restrictions set forth in the Certificate of Designations, Preferences and
Rights of Series C Convertible Preferred Stock in substantially the form
attached hereto as Exhibit B (the "Certificate of Designations").
1.2 SALE. Subject to the terms and conditions hereof,
each Purchaser agrees to purchase from the Company and the Company agrees to
sell and issue to each such Purchaser that number of shares of Series C
Preferred Stock as set forth on Exhibit A hereto (the "Shares") and Warrants
(in substantially the form attached hereto as Exhibit C) to purchase up to that
number of shares of common stock, $0.01 par value per share, of the Company
(the "Common Stock") set forth on Exhibit A hereto (the "Warrant Shares"), at a
purchase price of $8.4625 for each Share and Warrant together.
2. CLOSINGS; DELIVERY.
2.1 CLOSINGS. The initial closing of the purchase and
sale of the Shares and Warrant under this Agreement shall take place at 2:00
p.m. (Eastern time) on March 31, 1998 at the offices of Xxxxxx Xxxxxxx Xxxxx &
Xxxxxx LLP, 4101 Lake Xxxxx Trail, Suite 300, Raleigh, North Carolina, or at
such other time and place as the Company and the Purchaser may agree.
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Additional Purchasers may enter into this Agreement with the Company's consent
and additional Shares and Warrants sold (up to a maximum of 1,000,000 Shares
and the same number of Warrants) at additional closings (each closing
hereunder, a "Closing").
2.2 DELIVERY. At each Closing, subject to the terms and
conditions hereof, the Company will deliver to the relevant Purchaser(s)
certificates representing the Shares and Warrants to be purchased by such
Purchaser(s) from the Company at such Closing, dated the date of such Closing,
against payment of the purchase price therefor payable as of the date of such
Closing by check or wire transfer.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to the Purchaser as follows:
3.1 ORGANIZATION AND STANDING. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and has all requisite corporate power and
authority to own and operate its properties and assets and to carry on its
business as now conducted and as currently proposed to be conducted. The
Company is duly qualified and authorized to do business, and is in good
standing as a foreign corporation, in Virginia and in each other jurisdiction
where the nature of its activities and of its properties (both owned and
leased) makes such qualification necessary, except where a failure to do so
would not have a material adverse effect on the Company.
3.2 CAPITALIZATION. The authorized capital of the
Company, immediately prior to the Closing, will consist of: 1,000,000 shares of
Series C Convertible Preferred Stock, $0.01 par value per share, no shares of
which are issued and outstanding; 9,000,000 shares of undesignated Preferred
Stock, $0.01 par value per share; and 36,000,000 shares of Common Stock, $0.01
par value per share, 3,819,467 of which are issued and outstanding as of March
25, 1998.
All of the outstanding shares of Common Stock and Preferred Stock that
have been duly authorized and validly issued, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities
laws. The Company has duly and validly reserved (i) the Shares for issuance as
contemplated hereby, (ii) an appropriate number of shares of Common Stock for
issuance upon conversion of the Shares, (iii) an appropriate number of shares
of Common Stock for issuance upon exercise of the Warrants and (iv) 1,951,452
shares of Common Stock for issuance upon exercise of warrants issued to certain
stockholders of the Company and options granted to officers, directors,
employees and consultants of the Company under the Company's stock option plan.
Except for the conversion rights associated with the Series C Preferred Stock
and the rights created under this Agreement and the Registration Rights
Agreement in substantially the form attached hereto as Exhibit D (the "Rights
Agreement"), and except as disclosed in the SEC Filings (as defined below),
there are no outstanding rights of first refusal, preemptive rights or other
rights, options, warrants, conversion rights or other agreements, either
directly or indirectly, for the purchase or acquisition from the Company of any
shares of its capital stock.
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3.3 AUTHORIZATION. All corporate action on the part of
the Company and its directors and stockholders necessary for the authorization,
execution and delivery of this Agreement and the Rights Agreement, the
performance of all the Company's obligations hereunder and thereunder, and the
authorization, issuance, sale and delivery of the Shares and Warrants and the
Common Stock issuable upon conversion or exercise thereof, as the case may be
(the "Underlying Common Stock"), has been taken. Each of this Agreement and
the Rights Agreement, when executed and delivered by the Company and the
respective other parties thereto, shall constitute a valid and legally binding
obligation of the Company enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief
of debtors, rules and laws governing specific performance, injunctive relief
and other equitable remedies.
3.4 VALIDITY OF THE SHARES. The Shares and Warrants and
the Underlying Common Stock, when issued pursuant to the terms of the
Certificate of Designations and the Warrants, as appropriate, will be validly
issued, and fully paid and nonassessable and will be free of any liens or
encumbrances; provided, however, that the Shares and Warrants and the
Underlying Common Stock may be subject to restrictions on transfer under state
and/or federal securities laws as set forth herein.
3.5 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in
violation of any provisions of its Certificate of Incorporation or its Bylaws
as amended, or of any provisions of any material agreement or any judgment,
decree or order by which it is bound or any statute, rule or regulation
applicable to the Company. Subject to the compliance with such filings as may
be required to be made with the Securities and Exchange Commission (the "SEC"),
the National Association of Securities Dealers, Inc. (the "NASD") and certain
state securities commissions, the execution, delivery and performance of this
Agreement and the Rights Agreement and the issuance and sale of the Shares and
Warrants pursuant hereto, and the issuance of the Underlying Common Stock
pursuant to the Certificate of Designations and the Warrants, will not result
in any such violation or be in conflict with or constitute a default under any
such provisions or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the properties or assets of the Company.
3.6 GOVERNMENTAL CONSENTS. All consents, approvals, orders
or authorization of, or registrations, qualifications, designations,
declarations or filings with, any federal or state governmental authority on
the part of the Company required in connection with the valid execution and
delivery of this Agreement and the Rights Agreement, the offer, sale or
issuance of the Shares, the Warrant and the Underlying Common Stock, or the
consummation of any other transaction contemplated hereby, have been obtained,
except for notices required to be filed with the SEC, the NASD and certain
state securities commissions thereafter, which notices will be filed on a
timely basis.
3.7 ACCURACY OF REPORTS. All reports (the "SEC Filings")
required to be filed by the Company within the year prior to the date of this
Agreement under the Securities Exchange Act of 1934, have been duly filed, were
in substantial compliance with the requirements of their respective forms, were
complete and correct in all material respects as of the dates at which the
information was furnished, and contained (as of such dates) no untrue statement
of a material fact
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or omitted to state a material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.
3.8 FINDERS' FEES. The Company (a) represents and warrants
that it has retained no finder or broker in connection with the transactions
contemplated by this Agreement and (b) hereby agrees to indemnify and to hold
the Purchasers harmless of and from any liability for any commission or
compensation in the nature of a finder's fee to any broker or other person or
firm (and the costs and expenses of defending against such liability or
asserted liability) for which the Company or any of its employees or
representatives are responsible.
3.9 DISCLOSURE. No representation or warranty of the Company
contained in this Agreement contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they
were made, not misleading.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each
Purchaser hereby represents and warrants to the Company as follows:
4.1 POWER AND AUTHORITY. It has the requisite power and
authority to enter into this Agreement and the Rights Agreement, to purchase
the Shares and Warrants and to carry out and perform its obligations under the
respective terms of this Agreement and the Rights Agreement.
4.2 DUE EXECUTION. Each of this Agreement and the Rights
Agreement has been duly authorized, executed and delivered by it, and, upon due
execution and delivery by the Company, will be a valid and binding agreement of
it, subject to laws of general application relating to bankruptcy, insolvency
and the relief of debtors, rules and laws governing specific performance,
injunctive relief and other equitable remedies.
4.3 INVESTMENT REPRESENTATIONS.
(a) This Agreement is made with such Purchaser in
reliance upon such Purchaser's representation to the Company, which by its
acceptance hereof such Purchaser hereby confirms, that the Shares and Warrants
to be received by it will be acquired for investment for its own account, not
as a nominee or agent, and not with a view to the sale or distribution of any
part thereof, and that it has no present intention of selling, granting
participation in, or otherwise distributing the same, but subject nevertheless
to any requirement of law that the disposition of its property shall at all
times be within its control. By executing this Agreement, such Purchaser
further represents that it does not have any contract, undertaking, agreement,
or arrangement with any person to sell, transfer or grant participations to
such person, or to any third person, with respect to any of the Shares, the
Warrants or any Underlying Common Stock.
(b) Such Purchaser understands that the Shares, the
Warrants and the Underlying Common Stock have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), on the grounds that
the sale provided for in this Agreement and
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the issuance of securities hereunder is exempt from registration under the
Securities Act, and that the Company's reliance on such exemption is predicated
in part upon the Purchaser's representations and warranties set forth herein.
Such Purchaser realizes that the basis for such exemption may not be present in
the event that, notwithstanding such representations and warranties, such
Purchaser has in mind merely acquiring the Shares for a fixed or determined
period in the future, or for a market rise, or for sale if the market does not
rise. Such Purchaser does not have any such intention.
(c) Such Purchaser represents that it is experienced
in evaluating companies such as the Company, is able to fend for itself in the
transactions contemplated by this Agreement, has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its
investment. Such Purchaser further represents that it has had the opportunity
to consult with its own legal counsel with respect hereto, and has had access,
during the course of the transactions and prior to its purchase of the Shares
and Warrants, to all such information as it deemed necessary or appropriate (to
the extent the Company possessed such information or could acquire it without
unreasonable effort or expense) and that it has had, during the course of the
transactions and prior to its purchase of the Shares and Warrants, the
opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of the offering and to obtain additional
information (to the extent the Company possessed such information or could
acquire it without unreasonable effort or expense) necessary to verify the
accuracy of any information furnished to it or to which it had access.
(d) Such Purchaser understands that the Shares, the
Warrants and the Underlying Common Stock may not be sold, transferred or
otherwise disposed of without registration under the Securities Act or an
exemption therefrom, and that in the absence of an effective registration
statement covering the Shares or the Warrants (or the Underlying Common Stock)
or an available exemption from registration under the Securities Act, the
Shares and Warrants (and the Underlying Common Stock) must be held
indefinitely. In particular, such Purchaser is aware that the Shares and
Warrants (and the Underlying Common Stock) may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that Rule
are met. Such Purchaser represents that, in the absence of an effective
registration statement covering the Shares or the Warrants (or the Underlying
Common Stock) it will sell, transfer or otherwise dispose of the Shares or the
Warrants (or the Underlying Common Stock) only in a manner consistent with its
representations set forth herein.
(e) Such Purchaser agrees that in no event will it
make a transfer or disposition of any of the Shares or the Warrants, or the
Underlying Common Stock, other than in compliance with all applicable laws.
(f) Such Purchaser understands that each certificate
representing the Shares, the Warrants or the Underlying Common Stock will be
endorsed with restrictive legends as required by applicable state securities
laws and substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
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"SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF
AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.
4.4 GOVERNMENT CONSENTS. No consent, approval or
authorization of, or designation, declaration or filing with, any state,
federal or foreign governmental authority on the part of such Purchaser because
of any special characteristic of such Purchaser is required in connection with
the valid execution and delivery of this Agreement by such Purchaser or the
consummation by such Purchaser of the transactions contemplated hereby;
provided, however, that such Purchaser makes no representations as to
compliance with applicable state securities laws.
4.6 FINDERS' FEES. Such Purchaser (a) represents and
warrants that it has retained no finder or broker in connection with the
transactions contemplated by this Agreement and (b) hereby agrees to indemnify
and to hold the Company harmless of and from any liability for any commission
or compensation in the nature of a finder's fee to any broker or other person
or firm (and the costs and expenses of defending against such liability or
asserted liability) for which such Purchaser or any of its employees or
representatives are responsible.
5. CONDITIONS TO THE PURCHASERS' OBLIGATIONS AT A CLOSING. The
obligations of a Purchaser to purchase the Shares and Warrants at a Closing are
subject to the fulfillment on or before such Closing of each of the following
conditions:
5.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in Section 3 shall be true in all material
respects on and as of such Closing with the same force and effect as if they
had been made at such Closing.
5.2 PERFORMANCE. The Company shall have performed and
complied in all material respects with all agreements and conditions contained
in this Agreement required to be performed or complied with by it on or before
such Closing.
5.3 QUALIFICATIONS. All authorizations, approvals or
permits, if any, of any governmental authority or regulatory body of the United
States or of any state that are required prior to and in connection with the
lawful issuance and sale of the Shares and Warrants pursuant to this Agreement
shall have been duly obtained and shall be effective on and as of such Closing.
5.4 LEGAL INVESTMENT. At the time of such Closing, the
purchase of the Shares and Warrants by the Purchaser hereunder shall be legally
permitted by all laws and regulations to which it or the Company are subject.
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5.5 PROCEEDINGS AND DOCUMENTS. All corporate and other
proceedings in connection with the transactions contemplated at such Closing
hereby and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Purchaser, and the
Purchaser shall have received all such counterpart originals or certified or
other copies of such documents as it may reasonably request.
5.6 RIGHTS AGREEMENT. The Company shall have executed
and delivered the Rights Agreement.
6. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT A CLOSING. The
obligations of the Company to issue and sell Shares and Warrants at a Closing
are subject to the fulfillment on or before such Closing of each of the
following conditions:
6.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Purchasers contained in Section 4 shall be true in all
material respects on and as of such Closing with the same force and effect as
if they had been made at such Closing.
6.2 PERFORMANCE. The Purchasers shall have performed and
complied in all material respects with all agreements and conditions contained
in this Agreement required to be performed or complied with by it on or before
such Closing.
6.3 QUALIFICATIONS. All authorizations, approvals or
permits, if any, of any governmental authority or regulatory body of the United
States or of any state that are required prior to and in connection with the
lawful issuance and sale of the Shares and Warrants pursuant to this Agreement
shall have been duly obtained and shall be effective on and as of such Closing.
6.4 LEGAL INVESTMENT. At the time of such Closing, the
purchase of the Shares and Warrants by the Purchasers hereunder shall be
legally permitted by all laws and regulations to which they or the Company are
subject.
7. MISCELLANEOUS.
7.1 ENTIRE AGREEMENT; EFFECTIVENESS. This Agreement and the
documents referred to herein constitute the entire agreement among the parties,
and no party shall be liable or bound to any other party in any manner by any
warranties, representations or covenants except as specifically set forth
herein or therein. The terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
7.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements
among Delaware residents, made and to be performed entirely within the State of
Delaware.
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7.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.4 HEADINGS. The headings used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.
7.5 NOTICES. Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon
personal delivery or upon deposit with the United States Post Office, by
registered or certified mail, postage prepaid, or sent by confirmed telecopy,
addressed (a) if the Company, at
UOL Publishing, Inc.
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000
XxXxxx, Xxxxxxxx 00000
Attention: President
With a copy to
Xxxxx X. Xxxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0000
or at such other address as the Company shall have furnished to a Purchaser in
writing, and (b) if to a Purchaser, at its address on the books and records of
the Company.
7.6 ATTORNEYS' FEES. Should any litigation or arbitration be
commenced between the parties hereto concerning this Agreement, the party
prevailing in such litigation or arbitration shall be entitled, in addition to
such other relief as may be granted, to a reasonable sum for attorneys' fees
and costs in such litigation or arbitration, which fees and costs shall be
determined by the court or arbitrator, as the case may be.
7.7 SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive any investigation made by any Purchaser
and any Closing. All statements as to factual matters contained in any
certificate or other instrument delivered by or on behalf of the Company
pursuant hereto or in connection with the transactions contemplated hereby
shall be deemed to be representations and warranties made by the Company
hereunder as of the date of such certificate or instrument.
7.8 SEVERABILITY. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain as
nearly as practicable the intent of the parties, and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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7.9 DELAYS OR OMISSIONS. No delay or omission to exercise
any right, power or remedy accruing to the Company or a Purchaser or any
subsequent holder of any Shares or Warrants upon any breach, default or
noncompliance of a Purchaser, any subsequent holder of any Shares or Warrants
or the Company under this Agreement, the Certificate of Designations, or the
Warrants, shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent or
approval of any kind or character on the part of the Company or a Purchaser of
any breach, default or noncompliance under this Agreement or under the
Certificate of Designations or any waiver on the Company's or a Purchaser's
part of any provisions or conditions of this Agreement must be in writing and
shall be effective only to the extent specifically set forth in such writing
and that all remedies, either under this Agreement, the Certificate of
Designations or the Warrants, by law, or otherwise afforded to the Company and
the Purchasers, shall be cumulative and not alternative.
7.10 INFORMATION CONFIDENTIAL. Each Purchaser acknowledges
that this Agreement and all attachments hereto are confidential and for such
Purchaser's use only, and it will refrain from using such information and any
Company confidential information obtained by it pursuant to Section 7.13 hereof
(collectively, "Confidential Information") or reproducing, disclosing or
disseminating Confidential Information to any other person (other than its
employees, affiliates, agents or partners having a need to know the contents of
such information and its attorneys), except in connection with the enforcement
of rights under this Agreement, unless the Company has made such information
available to the public generally or it is required by a governmental body to
disclose such information.
7.11 AMENDMENTS AND WAIVERS. Except as otherwise expressly
provided herein, any term of this Agreement may be amended and the observance
of any term of this Agreement may be waived (either generally or in a
particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely) with the written consent of the
Company and the Purchaser to be bound, or Purchasers holding a majority of the
Shares and Warrants, on an as-converted to or exercised for Common Stock basis,
and the Underlying Common Stock. Any amendment or waiver effected in
accordance with this Section shall be binding upon the Purchasers and each
transferee of the Shares, the Warrants and Underlying Common Stock.
7.12 EXPENSES. The Company and each of the Purchasers
shall bear his, her or its own expenses with respect to this Agreement and the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties have executed this Series C Preferred
Stock Purchase Agreement as of the date first above written.
COMPANY: UOL PUBLISHING, INC.
----------------------------------
Xxxx X. Xxxxx,
President
PURCHASER:
----------------------------------
By:
---------------------------
Name:
---------------------------
Title:
--------------------------
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SCHEDULE OF PURCHASERS
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# OF SHARES OF
PREFERRED COMMON STOCK
AMOUNT SHARES UNDERLYING
PURCHASERS INVESTED ISSUED WARRANTS
----------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxxxxxxx $ 320,000.97 37,814 37,814
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Fingerhut, Marocco & Xxxxxxx $ 24,998.23 2,954 2,954
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Hermes Investment Group, Inc. $ 2,250,001.00 265,879 265,879
c/o Dr. Xxxx Xxxxxxxx
The Apollo Group
0000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
----------------------------------------------------------------------------------------------------------
Xxx Xxxxxxx $ 24,998.23 2,954 2,954
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx $ 29,999.56 3,545 3,545
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx $ 124,999.58 14,771 14,771
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx $ 24,998.23 2,954 2,954
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx $ 24,998.23 2,954 2,954
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx $ 13,540.00 1,600 1,600
Xxxxxx Partners, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxx Partners, L.P. $ 86,461.36 10,217 10,217
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Seneca Ventures $ 49,996.45 5,908 5,908
c/o Xxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Victoria Transport Corporation $ 49,996.45 5,908 5,908
----------------------------------------------------------------------------------------------------------
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# OF SHARES OF
PREFERRED COMMON STOCK
AMOUNT SHARES UNDERLYING
PURCHASERS INVESTED ISSUED WARRANTS
----------------------------------------------------------------------------------------------------------
Fabrikant International Corporation
1370 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Xxxxxxxx Foreign Partners, L.P. $ 125,287.31 14,805 14,805
c/o Wheatley Partners, LLC
00 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxxxx Partners, L.P. $ 1,474,726.00 174,266 174,266
00 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx $ 50,004.91 5,909 5,909
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx $ 24,998.23 2,954 2,954
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx $ 24,998.23 2,954 2,954
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Xxxxxxx Equities $ 375,007.22 44,314 44,314
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Woodland Partners $ 149,997.81 17,725 17,725
c/o Xxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
Woodland Venture Fund $ 49,996.45 5,908 5,908
c/o Xxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------------------------
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TOTALS $5,300,004.45 626,293 626,293
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