WAIVER AND AGREEMENT
THIS WAIVER AND AGREEMENT (this "AGREEMENT") is entered into as of July
7, 2006, by and among Galaxy Energy Corporation, a Colorado corporation (the
"COMPANY"), and the investors listed on the SCHEDULE OF INVESTORS attached
hereto (collectively, the "INVESTORS").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and certain of the Investors (the "2004
INVESTORS") entered into that certain Securities Purchase Agreement (the "2004
PURCHASE AGREEMENT"), dated as of August 19, 2004, pursuant to which the Company
issued senior secured convertible notes, dated August 19, 2004 (such notes,
together with any promissory notes issued in exchange or substitution therefor
or replacement thereof, and as any of the same may be amended, restated,
modified or supplemented and in effect from time to time, the "2004 INITIAL
NOTES"), in an initial aggregate principal amount of $15,000,000 and warrants to
purchase shares of the common stock, par value $.001 per share (the "COMMON
STOCK"), of the Company, and subsequently issued to the Investors senior secured
convertible notes, dated October 27, 2004 (such notes, together with any
promissory notes issued in exchange or substitution therefor or replacement
thereof, and as any of the same may be amended, restated, modified or
supplemented and in effect from time to time, the "2004 ADDITIONAL NOTES" and,
collectively with the Initial Notes, the "2004 NOTES"), in an initial aggregate
principal amount of $5,000,000;
WHEREAS, the Company entered into that certain letter agreement, dated
January 25, 2005, with the 2004 Investors with respect to the 2004 Notes;
WHEREAS, the Company entered into that certain Waiver and First
Amendment to 2004 Notes and Warrants, dated as of May 31, 2005, with the 2004
Investors;
WHEREAS, the Company and certain of the Investors (the "2005
INVESTORS") entered into a Securities Purchase Agreement, dated as of May 31,
2005 (the "2005 PURCHASE AGREEMENT"), pursuant to which the Company issued
senior secured convertible notes, dated May 31, 2005, in an aggregate principal
amount of $10,000,000 (such notes, together with any promissory notes issued in
exchange or substitution therefor or replacement thereof, and as any of the same
may be amended, restated, modified or supplemented and in effect from time to
time, the "2005 NOTES") and, under certain circumstances and based upon
conditions set forth in the 2005 Notes, the Company may issue to the 2005
Investors warrants to purchase shares of Common Stock in the form attached as
Exhibit C to the 2005 Purchase Agreement;
WHEREAS, the Company entered into that certain Waiver and Amendment,
dated as of December 1, 2005, with the Investors; and
WHEREAS, the Company has delivered to the Investors an Officer's
Certificate (as defined in the 2004 Notes), dated July 3, 2006, certifying that
as of such date there was an Equity Liquidity Test Failure (as defined in the
2004 Notes) (the "JULY 2006 EQUITY LIQUIDITY TEST FAILURE").
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the
Investors, severally and not jointly, hereby agrees with the Company as follows:
1. COMPANY ALTERNATIVE CONVERSION NOTICE.
(a) The Company hereby elects to cause the conversion of an
aggregate of $5,000,000 in principal amount (the "AGGREGATE CONVERSION AMOUNT")
of the 2004 Notes (together with the Additional Amount (as defined in the 2004
Notes) with respect thereto), as if the Company had delivered a Company
Alternative Conversion Notice (as defined in Section 8(a) of the 2004 Notes)
pursuant to each of the 2004 Notes with respect thereto, and this Section 1(a)
shall be deemed a Company Alternative Conversion Notice pursuant to Section 8(a)
of the 2004 Notes and the conversion elected by the foregoing shall be deemed a
Company Alternative Conversion pursuant to Section 8 of the 2004 Notes (the
"JULY COMPANY CONVERSION"). With respect to each of the 2004 Notes, the Pro Rata
Conversion Amount (as defined in the 2004 Notes) of the Aggregate Conversion
Amount shall be as set forth on EXHIBIT A attached hereto. Each of the 2004
Investors shall be entitled to convert the Pro Rata Conversion Amount with
respect to the 2004 Notes held by such 2004 Investor, together with any
Additional Amount with respect to the allocable portion of the principal
represented by such Pro Rata Conversion Amount accruing through and including
the applicable Conversion Date (as defined in the 2004 Notes), in accordance
with Section 8(b) of such 2004 Notes.
(b) Each of the 2004 Investors, severally and not jointly, hereby
waives, solely with respect to the July Company Conversion, the requirement that
the Company Alternative Conversion Notice deemed to be delivered pursuant to
Section 1(a) be delivered contemporaneously with an Installment Notice (as
defined in the 2004 Notes).
(c) Notwithstanding anything to the contrary in the 2004 Notes,
each of the 2004 Investors, severally and not jointly, hereby agrees with the
Company that the Company Alternative Conversion Period with respect to the July
Company Conversion shall be the period commencing on and including July 10, 2006
through and including September 30, 2006.
(d) Notwithstanding anything to the contrary in the 2004 Notes,
the Company hereby agrees with each of the 2004 Investors, severally and not
jointly, that such 2004 Investor may, but shall not be required to, convert all
or any portion of the Pro Rata Conversion Amount (and the applicable Additional
Amount with respect thereto) with respect to the 2004 Notes held by such 2004
Investor, and that any such conversion shall be at the sole election of such
2004 Investor. In the event that any of such Pro Rata Conversion Amount has not
been converted by such 2004 Investor prior to October 1, 2006 (by delivering a
Conversion Notice (as defined in the 2004 Notes) on or prior to the September
30, 2006), then, notwithstanding anything to the contrary in such 2004 Notes,
the July Company Conversion shall be null and void with respect to any Pro Rata
Conversion Amount as to which such 2004 Investor has not delivered a Conversion
Notice on or prior to September 30, 2006, in accordance with the 2004 Notes, and
such 2004 Investor shall be entitled to all the rights of a holder of such 2004
Notes with respect to such amount of the Pro Rata Conversion Amount, and,
accordingly, shall be subject to all the other provisions of such 2004 Notes,
including that if such amount remains outstanding on the
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Maturity Date (as defined in the 2004 Notes), then the Company shall redeem the
principal represented by such amount in accordance with Section 2(d)(vii) of
such 2004 Notes.
(e) Each of the 2004 Investors, severally and not jointly, hereby
waives the obligation of the Company to comply with the Conditions to Company
Alternative Conversion (as defined in the 2004 Notes) with respect only to the
July Company Conversion. Each of the 2004 Investors, severally and not jointly,
and the Company hereby agree that the provisions of Sections 8(d) and 8(e) of
the 2004 Notes held by such 2004 Investor shall not apply, and shall be of no
force or effect with respect, to the July Company Conversion.
2. EARLY REPAYMENT ELECTION WAIVER. Each of the 2004 Investors,
severally and not jointly, hereby waives such 2004 Investor's right to make an
Early Repayment Election (as defined in the 2004 Notes) as a result of (i) the
July 2006 Equity Liquidity Test Failure, and (ii) any Equity Liquidity Test
Failure as of August 1, 2006 and/or September 1, 2006.
3. COMPANY ALTERNATIVE REDEMPTION. The Company hereby agrees with
each of the Investors, severally and not jointly, that as of and after the date
of this Agreement until such time as otherwise agreed to in writing by the
Company and each Investor, the Company shall not have the right to effect a
redemption of any portion of the Principal (and any Additional Amount with
respect thereto) of any of the 2004 Notes or the 2005 Notes held by such
Investor pursuant to a Company Alternative Redemption (as defined in the 2004
Notes and the 2005 Notes), and any Company Alternative Redemption Notice
delivered pursuant to such 2004 Notes or 2005 Notes shall be null and void and
of no force or effect.
4. PAYMENT OF INSTALLMENT AMOUNTS.
(a) Notwithstanding anything to the contrary in the 2004 Notes,
each of the 2004 Investors, severally and not jointly, hereby waives, subject to
Section 4(c), the requirement that the Company convert the applicable
Installment Amounts (as defined in the 2004 Notes) with respect to each of the
2004 Notes held by such 2004 Investor relating to the August 1, 2006 and
September 1, 2006 Installment Dates (as defined in the 2004 Notes) (an "AUGUST
2006 INSTALLMENT AMOUNT" and a "SEPTEMBER 2006 INSTALLMENT AMOUNT,"
respectively) pursuant to an Installment Conversion (as defined in the 2004
Notes) and/or redeem such Installment Amounts pursuant to an Installment
Redemption (as defined in the 2004 Notes).
(b) Notwithstanding anything to the contrary in the 2004 Notes,
each of the 2004 Investors, severally and not jointly, and the Company hereby
agrees that, to the extent such 2004 Investor converts any portion of the Pro
Rata Conversion Amount of the Aggregate Conversion Amount with respect to any of
the 2004 Notes held by such 2004 Investor pursuant to a July Company Conversion,
the principal amount of such 2004 Notes so converted shall be deducted (i)
first, from the August 2006 Installment Amounts with respect to such 2004 Notes,
(ii) second, from the September 2006 Installment Amounts with respect to such
2004 Notes, and (iii) third, from the Installment Amounts with respect to such
2004 Notes relating to the latest Installment Date (i.e., nearest to the
Maturity Date ), with respect to which Installment Amounts remain outstanding,
and then sequentially from the immediately preceding Installment Amounts.
3
(c) Notwithstanding anything to the contrary in the 2004 Initial
Notes, each of the 2004 Investors, severally and not jointly, and the Company
agree that that, the aggregate Installment Amounts relating to the October 2,
2006 Installment Date under the 2004 Notes held by such 2004 Investor shall be
the sum of (i) the lesser of (A) the sum of (I) the product of the aggregate
Principal Amortization Amounts multiplied by the Holders' Allocation Percentage,
plus (II) the principal amount of the August 2006 Installment Amounts with
respect to such 2004 Notes not converted pursuant to the Company Alternative
Conversion Notice deemed delivered pursuant to Section 1(a) of this Agreement,
plus (III) the principal amount of the September 2006 Installment Amounts not
converted pursuant to the Company Alternative Conversion Notice deemed delivered
pursuant to Section 1(a) of this Agreement and (B) the aggregate Principal of
such 2004 Notes, plus (ii) the Additional Amount with respect to such aggregate
Principal as of such Installment Date calculated as of such Installment Date,
subject to the reduction of such Installment Amounts in accordance with Section
2(d)(ix) of such 2004 Notes.
5. RESERVATION OF RIGHTS. The limited waivers of each of the Investors
set forth in this Agreement are conditioned upon, and subject to, the Company's
performance of its commitments and obligations under this Agreement, the breach
or non-performance of which shall render such waivers null and void and of no
force and effect, such Investor being entitled thereafter to exercise all
remedies at law or in equity under the Transaction Documents (as defined in the
2004 Purchase Agreement and as amended to date, the "2004 TRANSACTION
DOCUMENTS") or any of the Transaction Documents (as defined in the 2005 Purchase
Agreement and as amended to date, the "2005 TRANSACTION DOCUMENTS" and,
collectively with the 2004 Transaction Documents, the "TRANSACTION DOCUMENTS")
as if such waivers had not been part of this Agreement as executed. The limited
waivers set forth in this Agreement are not, and shall not be deemed to be, a
waiver of any other condition, requirement, provision or breach of any of the
Transaction Documents or any other agreement or instrument, or a waiver of any
condition, requirement, provision or breach waived herein other than to the
extent expressly set forth herein, and each Investor reserves all of its rights,
remedies, powers and privileges under the Transaction Documents and otherwise.
6. COVENANTS.
(a) Prior to 8:00 a.m., New York time, on the second Business Day
(as defined in the Notes) following execution of this Agreement by the Company
and the Investors, the Company shall file a Form 8-K (the "AGREEMENT FORM 8-K")
with the Securities and Exchange Commission (the "SEC") describing the terms of
this Agreement, disclosing the occurrence of the July Equity Liquidity Test
Failure and the calculation thereof, any information reasonably requested to be
disclosed therein by any Investor and any material non-public information
previously provided by the Company, any of its Subsidiaries (as defined in the
2005 Purchase Agreement) or any of their respective officers, directors,
employees or agents to any of the Investors and not subsequently disclosed on a
Form 8-K or other publicly-available filing with the SEC prior to the filing of
the Agreement Form 8-K, and including as an exhibit to such Agreement Form 8-K
this Agreement, all in the form required by the Securities Exchange Act of 1934,
as amended. The Company shall provide each Investor with a reasonably
opportunity to review and comment upon the Agreement Form 8-K prior to the
filing thereof with the SEC. The Company hereby represents and warrants to each
of the Investors that, from and after the filing of the Agreement Form 8-K with
the SEC, no Investor shall be in possession of any
4
material nonpublic information received from the Company, any of its
Subsidiaries or any of their respective officers, directors, employees or
agents.
(b) Within two (2) Business Days following the execution of this
Agreement by the Company and the Investors, the Company shall promptly reimburse
each Investor for all of the out-of-pocket fees, costs and expenses (including,
but not limited to, attorneys' fees, costs and expenses) incurred by such
Investor in connection with the negotiation and documentation of this Agreement.
Following the date hereof, the Company shall promptly reimburse each Investor
for all of the out-of-pocket fees, costs and expenses (including, without
limitation, attorneys' fees, costs and expenses) incurred by such Investor in
connection with any amendment, modification or waiver of any of the Transaction
Documents and/or the enforcement of such Investor's rights and remedies under
any of the Transaction Documents.
7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each of the Investors that:
(a) AUTHORIZATION; ENFORCEMENT; VALIDITY. Each of the Company and
its applicable subsidiaries has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement, the 2004 Notes, as
modified hereby, and the 2005 Notes, as modified hereby. The execution and
delivery of this Agreement by the Company and the consummation of the
transactions contemplated hereby have been duly authorized by the Company's
Board of Directors and no further consent or authorization is required of the
Company, its Board of Directors or its shareholders. This Agreement has been
duly executed and delivered by the Company and constitutes a valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
(b) NO CONFLICTS. The execution and delivery of this Agreement
by the Company, the performance by the Company of its obligations hereunder and
the consummation by the Company of the transactions contemplated hereby will not
(i) result in a violation of the Articles of Incorporation or the Bylaws (each
as defined in the 2005 Purchase Agreement) or the organizational documents of
any Subsidiary (as defined in the 2005 Purchase Agreement); (ii) conflict with,
or constitute a breach or default (or an event which, with the giving of notice
or lapse of time or both, constitutes or would constitute a breach or default)
under, or give to others any right of termination, amendment, acceleration or
cancellation of, or other remedy with respect to, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party; (iii)
result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to the
Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected. The Company is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or any regulatory or
self-regulatory agency in order for it to execute, deliver or perform any of its
obligations under or contemplated by this Agreement in accordance with the terms
hereof.
8. REPRESENTATION AND WARRANTIES OF THE INVESTORS. Each of the
Investors represents and warrants, on behalf of itself only, to the Company that
(a) such Investor is a validly existing corporation, partnership, limited
liability company or other entity and has the
5
requisite corporate, partnership, limited liability or other organizational
power and authority to enter into and perform its obligations under this
Agreement, and (b) this Agreement has been duly and validly authorized, executed
and delivered on behalf of such Investor and is a valid and binding agreement of
such Investor, enforceable against such Investor in accordance with its terms.
9. ASSIGNMENTS AND TRANSFERS. This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and permitted
assigns.
10. HEADINGS. Headings and captions used in this Agreement (including
the Exhibits, Schedules and Annexes hereto, if any) are included for convenience
of reference only and shall not be given any substantive effect.
11. GOVERNING LAW; JURISDICTION; JURY TRIAL. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. INDEPENDENT NATURE OF INVESTORS. The obligations of each Investor
hereunder are several and not joint with the obligations of any other Investor,
and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor hereunder. Each Investor shall be responsible
only for its own representations, warranties, agreements and covenants
hereunder. The decision of each Investor to enter into this Agreement has been
made by such Investor independently of any other Investor and independently of
any information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or any of its Subsidiaries
which may have been made or given by any other Investor or by any agent or
employee of any other Investor, and no Investor or any of its agents or
employees shall
6
have any liability to any other Investor (or any other person or entity)
relating to or arising from any such information, materials, statements or
opinions. Nothing contained herein, and no action taken by any Investor pursuant
hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a
presumption that the Investors are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated hereby. Each
Investor shall be entitled to independently protect and enforce its rights,
including the rights arising out of this Agreement and the Transaction
Documents, and it shall not be necessary for any other Investor to be joined as
an additional party in any proceeding for such purpose.
13. ELECTRONIC TRANSMISSION; COUNTERPARTS; INTEGRATION. This Agreement
may be executed and delivered via facsimile, email or similar electronic
transmission with the same force and effect as if an original were executed and
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures hereto were upon the same instrument.
This Agreement and the instruments referenced herein constitute the entire
agreement and understanding among the parties hereto with respect to the subject
matter hereof and supersede any and all prior agreements and understandings,
oral or written, relating to such matters, and except as specifically set forth
herein or therein, neither the Company nor any Investor makes any
representation, warranty, covenant or undertaking with respect to such matters.
The 2004 Transaction Documents and the 2005 Transaction Documents remain in
force and effect.
14. RATIFICATION BY GUARANTORS. By execution hereof, each of Dolphin
Energy Corporation and Pannonian International, Ltd. hereby acknowledges and
agrees that it has reviewed this Agreement and hereby ratifies and confirms its
obligations under the 2004 Transaction Documents and the 2005 Transaction
Documents, in each case as modified hereby.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
60478755
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
GALAXY ENERGY CORPORATION:
By: /s/ XXXX XXXXXX
------------------------------------------
Name: Xxxx X. Xxxxxx
Title President
DOLPHIN ENERGY CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Corporate Secretary
PANNONIAN INTERNATIONAL, LTD.
By: /s/ XXXXXXX X. XXXXXXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Corporate Secretary
[SIGNATURE PAGES CONTINUE]
[SIGNATURE PAGE TO WAIVER AND AGREEMENT]
HFTP INVESTMENT L.L.C.
By: Promethean Asset Management L.L.C.
Its: Investment Manager
By: /s/ XXXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
GAIA OFFSHORE MASTER FUND, LTD.
By: Promethean Asset Management L.L.C.
Its: Investment Manager
By: /s/ XXXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
CAERUS FUND LTD.
By: Promethean Asset Management L.L.C.
Its: Investment Manager
By: /s/ XXXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Authorized Signatory
[SIGNATURE PAGES CONTINUE]
[SIGNATURE PAGE TO WAIVER AND AGREEMENT]
AG OFFSHORE CONVERTIBLES, LTD
By: Xxxxxx, Xxxxxx & Co., L.P.
Its: Investment Manager
By: /s/ XXXXXX X. XXXXXXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: CFO
XXXXXXXX, L.P.
By: Xxxxxxxx Capital Management, Inc.
Its: General Partner
By: Xxxxxx, Xxxxxx & Co., L.P.
Its: Director
By: /s/ XXXXXX X. XXXXXXXXXXX
------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: CFO
[SIGNATURE PAGE TO WAIVER AND AGREEMENT]
SCHEDULE OF INVESTORS
1. HFTP Investment L.L.C.
c/o Promethean Asset Management L.L.C.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Residence: Delaware
2. Gaia Offshore Master Fund, Ltd.
c/o Promethean Asset Management L.L.C.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Residence: Cayman Islands
3. Caerus Fund Ltd.
c/o Promethean Asset Management L.L.C.
00 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Residence: Cayman Islands
4. AG Offshore Convertibles, Ltd.
c/o Xxxxxx, Xxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Residence: British Virgin Islands
5. Xxxxxxxx, L.P.
c/o Xxxxxx, Xxxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Residence: Cayman Islands
EXHIBIT A
PRO RATA CONVERSION AMOUNTS
INVESTOR PRO RATA CONVERSION AMOUNT
HFTP Investment L.L.C. $2,583,333
Gaia Offshore Master Fund, Ltd. $ 666,667
Caerus Fund Ltd. $ 83,333
AG Offshore Convertibles, Ltd. $1,666,667
