ORYX TECHNOLOGY CORP.
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COMMON STOCK
PURCHASE AGREEMENT
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July ___, 2005
TABLE OF CONTENTS
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PAGE
SECTION 1 Authorization and Sale of Common Stock...................1
1.1 Authorization................................................1
1.2 Sale of Common Stock.........................................1
SECTION 2 Closing Date; Delivery...................................1
2.1 Closing Date.................................................1
2.2 Delivery.....................................................1
SECTION 3 Representations and Warranties of the Company............2
3.1 Organization and Standing....................................2
3.2 Corporate Power..............................................2
3.3 Capitalization...............................................2
3.4 Authorization................................................2
3.5 Financial Statements.........................................3
3.6 Litigation...................................................3
3.7 Offering.....................................................3
3.8 Brokers or Finders...........................................4
SECTION 4 Representations and Warranties of the Purchasers.........4
4.1 Accredited Investor; Experience..............................4
4.2 Investment...................................................4
4.3 Rule 144.....................................................4
4.4 Further Limitations on Disposition...........................4
4.5 Legends......................................................4
4.6 Access to Data...............................................5
4.7 Authorization................................................5
4.8 Brokers or Finders...........................................5
4.9 Tax Liability................................................5
SECTION 5 Conditions of the Purchasers' Obligations at Closing.....5
5.1 Representations and Warranties Correct.......................5
5.2 Covenants....................................................6
5.3 Blue Sky.....................................................6
SECTION 6 Conditions of the Company's Obligations at Closing.......6
6.1 Representations and Warranties Correct.......................6
i
6.2 Covenants....................................................6
6.3 Blue Sky.....................................................6
SECTION 7 Amendment of Registration Rights Agreement...............6
SECTION 8 Covenants of the Purchasers..............................7
SECTION 9 Miscellaneous............................................7
9.1 Governing Law................................................7
9.2 Survival.....................................................7
9.3 Successors and Assigns.......................................7
9.4 Entire Agreement; Amendment..................................7
9.5 Notices, Etc.................................................7
9.6 California Corporate Securities Law..........................8
9.7 Expenses.....................................................8
9.8 Counterparts.................................................8
9.9 Severability.................................................8
9.10 Titles and Subtitles.........................................8
SCHEDULES AND EXHIBITS
Schedule I Purchasers
A Schedule of Exceptions
B Amended and Restated Certificate of Incorporation and Bylaws
C Financial Statements
ii
ORYX TECHNOLOGY CORP.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement is made as of July 22, 2005 by and
between Oryx Technology Corp., a Delaware corporation (the "Company"), and the
purchasers named on Schedule I attached hereto (each, a "Purchaser" and,
together, the "Purchasers").
SECTION 1
Authorization and Sale of Common Stock
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1.1 Authorization. On or before the Closing (as defined in Section 2
below), the Company will authorize the sale and issuance of up to 120,975 shares
(the "Shares") of its Common Stock (the "Common Stock").
1.2 Sale of Common Stock. Subject to the terms and conditions hereof,
the Company will issue and sell to each Purchaser and each Purchaser will buy
from the Company severally, and not jointly, that number of shares of Common
Stock at a purchase price of $1.50 per share as set forth next to such
Purchaser's name on Schedule I. The obligation of each Purchaser to buy is
separate and independent of the obligations to buy of all the other Purchasers.
SECTION 2
Closing Date; Delivery
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2.1 Closing Date. The closing of the purchase and sale of the Common
Stock hereunder shall be held at the offices of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP,
1001 Page ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 10:00 a.m., local
time, on July 22, 2005 (the "Closing") or at such other time and place upon
which the Company and Purchasers purchasing fifty percent (50%) or more of the
shares of Common Stock to be sold pursuant to this Agreement shall agree. The
date of such Closing is referred to herein as the "Closing Date."
2.2 Delivery. At the Closing, the Company will deliver to each
Purchaser a certificate or certificates, registered in the Purchaser's name
representing the number of Shares purchased by such Purchaser at the Closing as
set forth on Schedule I, against payment of the purchase prices therefor by (i)
check payable to the Company or (ii) wire transfer pursuant to the Company's
instructions.
1
SECTION 3
Representations and Warranties of the Company
---------------------------------------------
Except as set forth on the Company's Schedule of Exceptions attached
hereto as Exhibit B, the Company hereby represents and warrants to each
Purchaser as follows:
3.1 Organization and Standing. The Company is a corporation duly
organized and existing under, and by virtue of, the laws of the State of
Delaware and is in good standing under such laws. The Company has the requisite
corporate power and authority to own and operate its properties and assets and
to carry on its business as presently conducted and as proposed to be conducted.
The Company is presently qualified to do business in each state in which the
failure to be so qualified would have a material adverse effect on the Company's
business as now conducted. The Company has made available to each Purchaser
copies of its Amended and Restated Certificate of Incorporation, as currently in
effect, and its Bylaws, as amended to date, attached hereto as Exhibit B. Said
copies are true, correct, and complete and contain all amendments through the
Closing Date.
3.2 Corporate Power. The Company will have at the Closing Date all
requisite legal and corporate power and authority to execute and deliver this
Agreement and to sell and issue the Shares hereunder.
3.3 Capitalization. The authorized capital stock of the Company
consists of 25,000,000 shares of Common Stock, of which 2,821,335 shares are
issued and outstanding as of the Closing Date; and 3,000,000 shares of Preferred
Stock, of which 45,000 shares have been designated "Series A Preferred," 750 of
which are issued and outstanding. The outstanding shares of capital stock of the
Company have been duly authorized and validly issued, and are fully paid and
nonassessable. The Company has presently reserved 235,306 shares of its Common
Stock for issuance to employees, consultants, and directors under its stock
option plans. As of the date of this Agreement, there were options outstanding
under the Company's stock option plans to purchase an aggregate of 217,806
shares of Common Stock and 17,500 remained available for future grant. The
Company has outstanding warrants to purchase a total of 334,225 shares of Common
Stock. Except as otherwise set forth in this Agreement, no options, warrants,
subscriptions, or purchase rights of any nature (including any conversion or
preemptive rights) to acquire from the Company shares of its capital stock or
other securities are authorized, issued, or outstanding, nor is the Company
obligated under its charter documents or under any agreement by which the
Company is bound to issue shares of its capital stock or other securities except
as contemplated by this Agreement. Except as provided in the Amended and
Restated Certificate of Incorporation and this Agreement, there are no
agreements, understandings, trusts, or other collaborative arrangements or
understandings between the Company or any stockholder or, to the Company's
knowledge, among any stockholders, concerning the voting of the capital stock of
the Company.
3.4 Authorization. All corporate action on the part of the Company, its
directors, and its stockholders necessary for the authorization, execution,
delivery, and performance of this Agreement and the authorization, sale,
issuance, and delivery of the Shares has been taken or will be taken prior to
the Closing. This Agreement, when executed and delivered by the Company, shall
2
constitute the valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting the enforcement of creditors' rights. The Shares when
issued in compliance with the provisions of this Agreement and the Amended and
Restated Certificate of Incorporation, will be validly issued, fully paid, and
nonassessable and free and clear of any liens or encumbrances, other than any
liens or encumbrances created by or imposed upon the holders; provided, however,
that the Shares may be subject to restrictions on transfer under applicable
state and/or federal securities laws.
3.5 Financial Statements. Attached hereto as Exhibit C are the
Company's audited balance sheet as of and the audited statement of operations
and statement of cash flows for the twelve-month period ended February 28, 2005
(collectively, the "Financial Statements"). The Financial Statements are
complete and correct, have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
indicated, and fairly present the financial position of the Company and its
results of operations as of the respective dates and for the respective periods
indicated. Except as set forth in the Financial Statements, the Company has no
material liabilities, contingent of otherwise, other than (i) liabilities
incurred in the ordinary course of business subsequent to February 28, 2005, and
(ii) obligations under contracts and commitments incurred in the ordinary course
of business and not required under generally accepted accounting principles to
be reflected in the Financial Statements, which, in both cases, individually or
in the aggregate, are not material to the financial condition or operating
results of the Company. Except as disclosed in the Financial Statements, the
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.
3.6 Litigation. There is no action, suit, proceeding or, to the
Company's knowledge, investigation pending against the Company that questions
the validity of this Agreement, or the right of the Company to enter into such
agreements, or to consummate the transactions contemplated hereby or thereby, or
that might result, either individually or in the aggregate, in any material
adverse changes in the assets, condition, affairs or prospects of the Company,
financially or otherwise, nor is the Company aware that there is any basis for
the foregoing. The Company is not a party or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or that the Company intends to initiate.
3.7 Offering. Subject to the accuracy of the Purchasers'
representations in Section 4 hereof and in written response to the Company's
inquiries, the offer, sale and issuance of the Shares to be issued in conformity
with the terms of this Agreement constitute a transactions exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as amended
(the "Securities Act") and all applicable state blue sky laws, and neither the
Company nor any authorized agent acting on its behalf will take any action
hereafter that would cause the loss of such exemption.
3
3.8 Brokers or Finders. The Company has not incurred, and will not
incur, directly or indirectly, as a result of any action taken by the Company,
any liability for brokerage or finders' fees or agents' commissions or any
similar charges in connection with this Agreement.
SECTION 4
Representations and Warranties of the Purchasers
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Each Purchaser hereby represents and warrants to the Company with
respect to the purchase of the Shares as follows:
4.1 Accredited Investor; Experience. Such Purchaser is an "accredited
investor" as that term is defined in Rule 501 under the Securities Act. It has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company and
has the capacity to protect its own interests. It is capable of bearing a
complete loss of its investment in the Company.
4.2 Investment. Such Purchaser is acquiring the Shares as an investment
for its own account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution thereof. It understands that the
Shares have not been and will not be registered under the Securities Act by
reason of a specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other things, the
bona fide nature of the investment intent and the accuracy of such Purchaser's
representations as expressed herein and in response to the Company's inquiries.
4.3 Rule 144. Such Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. It is aware of the provisions
of Rule 144 promulgated under the Securities Act, which permit limited resale of
shares purchased in a private placement, subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the shares, the availability of certain current public information about the
Company, the resale occurring not less than one year after a party has purchased
and paid for the security to be sold, the sale's being effected through a
"broker's transaction" or in transactions directly with a "market maker" and the
number of shares being sold during any three-month period not exceeding
specified limitations.
4.4 Further Limitations on Disposition. Without in any way limiting the
representations set forth above, such Purchaser further agrees not to make any
disposition of all or any portion of the Shares except in compliance with
applicable securities laws.
4.5 Legends. Such Purchaser understands that the Shares and any
securities issued in respect thereof or exchange therefor, may bear legends
similar to one or all of the following legends:
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(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
(b) Any legend required by the laws of the State of California.
(c) Any legend required by the Blue Sky laws of any other state
to the extent such laws are applicable to the shares represented by the
certificate so legended.
4.6 Access to Data. Such Purchaser has had an opportunity to discuss
the Company's business, management, and financial affairs with its management
and the opportunity to review the Company's facilities. It has also had an
opportunity to ask questions of officers of the Company, which questions were
answered to its satisfaction. It understands that such discussions, as well as
any written information issued by the Company, were intended to describe certain
aspects of the Company's business and prospects but were not a thorough or
exhaustive description.
4.7 Authorization. This Agreement when executed and delivered by such
Purchaser, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against such Purchaser in accordance with its terms.
4.8 Brokers or Finders. Such Purchaser has not, and will not, incur,
directly or indirectly, as a result of any action taken by such Purchaser, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.
4.9 Tax Liability. Such Purchaser has reviewed with its own tax
advisors the federal, state, local, and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. It has relied
solely on such advisors and not on any statements or representations of the
Company or any of its agents. It understands that it (and not the Company) shall
be responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.
SECTION 5
Conditions of the Purchasers' Obligations at Closing
----------------------------------------------------
The obligations of the Purchasers to purchase the Shares at the Closing
are, at the option of the Purchasers, subject to the fulfillment of the
following conditions as of the Closing Date:
5.1 Representations and Warranties Correct. The representations and
warranties made by the Company in Section 3 hereof shall have been true and
correct when made and shall be true and correct as of the Closing Date as if
made on the Closing Date (subject in each case to the exceptions set forth in
the Schedule of Exceptions).
5
5.2 Covenants. All covenants, agreements, and conditions contained in
this Agreement to be performed by the Company on or prior to such Closing Date
shall have been performed or complied with.
5.3 Blue Sky. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Shares.
SECTION 6
Conditions of the Company's Obligations at Closing
--------------------------------------------------
The Company's obligation to sell and issue the Shares is, at the option
of the Company, subject to the fulfillment of the following conditions as of
each Closing Date:
6.1 Representations and Warranties Correct. The representations and
warranties made by the Purchasers in Section 4 hereof shall have been true and
correct in all material respects when made and shall be true and correct in all
material respects on the Closing Date as if made on the Closing Date.
6.2 Covenants. All covenants, agreements, and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.
6.3 Blue Sky. The Company shall have obtained all necessary Blue Sky
law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Shares.
SECTION 7
Amendment of Registration Rights Agreement
------------------------------------------
The Company and each of the undersigned Purchasers hereby agree that
the definition of "Common" in Section 1 of that certain Second Amended and
Restated Registration Rights Agreement dated January 29, 2004 by and among the
Company and the Investors named therein be amended to include the Shares issued
under this Agreement as "Registrable Securities" as follows:
"Common" shall mean shares of the Company's authorized Common Stock
issued and sold by the Company pursuant to the 2001 Purchase Agreement,
the July 2003 Purchase Agreement, the January 2004 Purchase Agreement
and/or the Common Stock Purchase Agreement dated July __, 2005 by and
among the Company and the Purchasers named herein."
6
SECTION 8
Covenants of the Purchasers
---------------------------
Except as may be required by any law or regulation, each Purchaser
agrees that it will maintain the confidentiality of any information obtained by
it pursuant to this Agreement or by virtue of its relationship as a stockholder
of the Company, which is not otherwise lawfully available from other sources,
subject to the disclosure of information of a non-technical nature, including
summary financial information, which such Purchaser is obligated to disclose to
its partners and/or stockholders.
SECTION 9
Miscellaneous
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9.1 Governing Law. This Agreement shall be governed in all respects by
the internal laws of the State of California, without regard to the choice of
law provisions thereof.
9.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchasers and the
closing of the transactions contemplated hereby.
9.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto;
provided, however, that the rights of the Purchasers to purchase the Shares
shall not be assignable without the prior written consent of the Company.
9.4 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto at the Closing constitute the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and thereof, 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. Except as expressly provided herein, neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought.
9.5 Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (i) if to a Purchaser, to the Purchaser's address set forth on the
signature page hereof, or to such other address as such Purchaser shall have
furnished to the Company in writing, (ii) if to any other holder of any Shares,
to such address as such holder shall have furnished the Company in writing, or,
until any such holder so furnishes an address to the Company, then to the
address of the last holder of such Shares who has so furnished an address to the
Company, (iii) if to the Company, to its principal executive offices, located at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and addressed to
the attention of the Chief Executive Officer, or to such other address as the
7
Company shall have furnished to the Purchasers. Each such notice or other
communication shall for all purposes of this Agreement be treated as effective
or having been given when delivered if delivered personally, or, if sent by
mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid.
9.6 California Corporate Securities Law. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
9.7 Expenses. The Company and the Purchasers shall each bear their own
legal fees and other expenses with respect to this transaction.
9.8 Counterparts. This Agreement may be executed in any number of
counterparts, and by facsimile, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one instrument.
9.9 Severability. In case any one or more of the provisions contained
in this Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement and such invalid,
illegal, or unenforceable provision shall be reformed and construed so that it
will be valid, legal, and enforceable to the maximum extent permitted by law.
9.10 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
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IN WITNESS WHEREOF, this Common Stock Purchase Agreement is hereby
executed as of the date first written above.
COMPANY:
ORYX TECHNOLOGY CORP.
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
PURCHASERS:
VMR HIGH OCTANE FUND
By: /s/ ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇
Title: Directors
Address: c/o Bridgewaters
▇.▇.▇▇▇ 282
Victoria Street
▇▇▇▇▇▇▇, Isle of Man
1M99 2DR
9
NORTHLEA PARTNERS LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
Title: General Partner
Address: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
SIGMA INTERNATIONAL II, L.P.,
A Cayman Islands Limited Partnership
By: ▇▇▇▇▇▇ Investments, as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Address: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇ ▇▇▇
COLUMBUS NOVA INVESTMENTS I LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Partner
Address: c/o Columbus Nova, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
-----------------------
W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Address: c/o Vectra Management Group
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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THE ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ FAMILY TRUST
By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
-----------------------
Name: W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Title: Trustee
Address: c/o Vectra Management Group
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
CRATON CAPITAL, L.P.
By: Craton Capital EP, LLC as
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
- ----------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Member
Address: c/o Vectra Management Group
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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SCHEDULE I
==================================== =================== =======================
NUMBER OF SHARES
NAME AND ADDRESS OF COMMON STOCK
OF PURCHASER PURCHASE PRICE PURCHASED
==================================== =================== =======================
Northlea Partners Ltd.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 10,917.00 7,278
Columbus Nova Investments I Ltd.
c/o Columbus Nova LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ $ 70,956.00 47,304
W. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ $ 37,500.00 25,000
The ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Family Trust
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ $ 22,500.00 15,000
Sigma International II, L.P.
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇ $ 15,000.00 10,000
Craton Capital, LP
c/o Vectra Management Group
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ $ 7,500.00 5,000
VMR High Octane Fund
c/o Bridgewaters
P.O. Box 282
Victoria Street
▇▇▇▇▇▇▇, Isle of Man
1M99 2DR $ 17,089.50 11,393
TOTAL: $181,462.50 120,975
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12
EXHIBIT A
Schedule of Exceptions
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13
EXHIBIT B
Certificate of Incorporation and Bylaws
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14
EXHIBIT C
Financial Statements
--------------------
15
