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EXHIBIT 10.32
UOL PUBLISHING, INC.
SERIES D PREFERRED STOCK PURCHASE AGREEMENT
This Series D Preferred Stock Purchase Agreement (the "Agreement") is
entered into as of the 29th day of June 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 D Preferred Stock (as defined
below) to the Purchasers; and
WHEREAS, the Purchasers desire to enter into this Agreement to acquire
shares of Series D Preferred Stock of the Company 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 1,200,000 shares of its Series D Convertible
Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock"),
having substantially the rights, preferences, privileges and restrictions set
forth in the Certificate of Designations, Preferences and Rights of Series D
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 D Preferred Stock
as set forth on Exhibit A hereto (the "Shares") at a purchase price equal to
$5.50, which is the average closing price for the five trading days ending June
25, 1998, for each Share.
2. CLOSINGS; DELIVERY.
2.1 CLOSINGS. The initial closing of the purchase and sale of
the Shares under this Agreement shall take place at 2:00 p.m. (Eastern time) on
June 29, 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. Additional Purchasers may enter into
this Agreement with the Company's consent and additional Shares sold (up to a
maximum of 1,200,000 Shares) 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 to be purchased by such Purchaser(s) from
the Company at such Closing, dated the date of such
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Closing, against payment of the purchase price therefor payable as of the date
of such Closing by check, wire transfer, cancellation of indebtedness or any
combination thereof.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each 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: 1,200,000 shares of Series D
Convertible Preferred Stock, $0.01 par value per share; no shares of which are
issued and outstanding; 1,000,000 shares of Series C Convertible Preferred
Stock, $0.01 par value per share, 626,293 of which are issued and outstanding;
7,800,000 shares of undesignated Preferred Stock, $0.01 par value per share,
none of which are issued or outstanding; and 36,000,000 shares of Common Stock,
$0.01 par value per share, 3,825,587 of which were issued and outstanding as of
June 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) a sufficient number of shares of Common Stock for
issuance upon conversion of the Shares, (iii) up to 759,143 shares of Common
Stock upon conversion of the Series C Preferred Stock, subject to adjustment
pursuant to the terms of the Certificate of Designations therefor, and (iv)
2,911,328 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 D
Preferred Stock and Series C Preferred Stock and the rights created under this
Agreement, the Series C Preferred Stock Purchase Agreement dated as of March 31,
1998 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.
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 the Common Stock
issuable upon conversion thereof (the "Underlying Common Stock"), has been
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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 the Underlying
Common Stock, when issued pursuant to the terms of the Certificate of
Designations, will be validly issued, and fully paid and nonassessable and will
be free of any liens or encumbrances; provided, however, that the Shares 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
pursuant hereto, and the issuance of the Underlying Common Stock pursuant to the
Certificate of Designations, 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
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 and documents (the "SEC
Filings") required to be filed by the Company prior to the date of this
Agreement under the Securities Act of 1933, as amended (the "Securities Act"),
and the Securities Exchange Act of 1934, as amended, 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 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
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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, 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 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 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 or Underlying Common Stock.
(b) Such Purchaser understands that the Shares and the
Underlying Common Stock have not been registered under the Securities Act on the
grounds that the sale provided for in this Agreement and 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.
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(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,
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, 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 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 Underlying Common Stock or an available exemption from registration under
the Securities Act, the Shares and the Underlying Common Stock must be held
indefinitely. In particular, such Purchaser is aware that the Shares 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 Underlying Common Stock it will sell, transfer or
otherwise dispose of the Shares 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 Underlying Common Stock,
other than in compliance with all applicable laws.
(f) Such Purchaser understands that each certificate
representing the Shares 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
"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 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
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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.
4.5 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. COVENANTS OF THE COMPANY. The Company covenants and agrees that:
5.1 EXPENSE REDUCTION. The Company shall implement the employee
reductions outlined in Schedule I delivered herewith within the timeframe as
described on such schedule and shall implement such other cost-cutting measures
as shall be reasonably necessary to meet the total operating expenses for the
year 1998 as reflected on the Company's 1998 Expense Forecast included in such
schedule.
6. CONDITIONS TO THE PURCHASERS' OBLIGATIONS AT A CLOSING. The
obligations of a Purchaser to purchase the Shares 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 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.
6.2 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.
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 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 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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6.5 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.
6.6 RIGHTS AGREEMENT. The Company shall have executed and
delivered the Rights Agreement.
7. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT A CLOSING. The
obligations of the Company to issue and sell Shares at a Closing are subject to
the fulfillment on or before such Closing of each of the following conditions:
7.1 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.
7.2 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.
7.3 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 pursuant to this Agreement shall have been duly obtained
and shall be effective on and as of such Closing.
7.4 LEGAL INVESTMENT. At the time of such Closing, the purchase
of the Shares by the Purchasers hereunder shall be legally permitted by all
laws and regulations to which they or the Company are subject.
8. MISCELLANEOUS.
8.1 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.
8.2 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.
8.3 COUNTERPARTS; FACSIMILES. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall
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constitute one and the same instrument. Delivery by facsimile transmission of a
signature page hereto shall constitute execution hereof.
8.4 HEADINGS. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.
8.5 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:
Xxxxxx X. Xxxxxxxx, 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.
8.6 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.
8.7 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.
8.8 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.
8.9 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 upon
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any breach, default or noncompliance of a Purchaser, any subsequent holder of
any Shares or the Company under this Agreement or the Certificate of
Designations 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 or the Certificate of Designations, by
law, or otherwise afforded to the Company and the Purchasers, shall be
cumulative and not alternative.
8.10 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 this Agreement
(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.
8.11 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, 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 and Underlying
Common Stock.
8.12 EXPENSES. The Company agrees to reimburse the Purchasers for
all reasonable costs and out-of-pocket expenses, including "due diligence"
investigation and reasonable attorneys' fees and expenses, incurred in
connection with the preparation, execution and delivery of this Agreement and
other related documentation.
NEXT PAGE IS SIGNATURE PAGE.
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IN WITNESS WHEREOF, the parties have executed this Series D Preferred
Stock Purchase Agreement as of the date first above written.
COMPANY: UOL PUBLISHING, INC.
--------------------------------
Xxxxxxxxxx X. Xxxxxx, Chairman
and CEO
PURCHASER: --------------------------------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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EXHIBIT A
SCHEDULE OF PURCHASERS
SERIES D PURCHASERS
NUMBER OF PREFERRED
PURCHASERS SHARES ISSUED AMOUNT INVESTED
The Aachen Syndicate 45,454 $249,997
Xx. Xxxx Xxxxxx, General Partner
Salvatorberg
D-52070 Aachen, Germany
Xxxxxx Xxxxxxxxx 56,834 312,587
HTR, Inc.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxxxx, XX 9,255 50,902.50
0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxxxxx 45,454 250,000
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Hermes Investment Group, Inc. 363,636 2,000,000
c/o Dr. Xxxx Xxxxxxxx
The Apollo Group
0000 Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxx Xxxxxxx 68,358 375,969
HTR, Inc.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxx 18,181 99,996
c/o GEO Capital Corp.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
South Ferry 90,909 500,000
Xxx Xxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
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NUMBER OF PREFERRED
PURCHASERS SHARES ISSUED AMOUNT INVESTED
Xxxxxxxx Foreign Partners, L.P. 28,474 156,607
c/o Wheatley Partners, LLC
00 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
Xxxxxxxx Partners, L.P. 335,162 1,843,391
00 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
Woodland Partners 18,181 99,996
c/o Xxxxx Xxxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
WRYP 98 2,727 15,000
c/o Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
TOTALS 1,082,625 $ 5,954,445.50
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