EXHIBIT 10.55
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SECURITIES PURCHASE AGREEMENT
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THIS AGREEMENT, dated as of November 13, 2000, is entered into by and
among Commodore Environmental Services, Inc., a Delaware corporation ("COES")
with its principal office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000; Commodore Applied Technologies, Inc., a Delaware corporation
("CXI"), with its principal office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000; and those investors listed on Schedule 1 attached hereto
(the "Investors").
WHEREAS, CXI, COES and the Investors have agreed that CXI will issue
and sell to the Investors 12% Senior Secured Promissory Notes due February 14,
2001 (the "Notes") in the form attached hereto as Exhibit A in the aggregate
principal amount of up to $500,000 (the "Full Commitment Amount"), and COES will
issue and sell to the Investors up to 1,000,000 shares of common stock, $.001
par value per share of CXI owned by COES (the "CXI Common Stock"), at a purchase
price of $.01 per share (the "Stock Purchase Amount");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows:
SECTION 1. Authorization and Sale of the Notes.
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(a) Authorization. Prior to the Closing (as defined below), CXI
shall have authorized the sale and issuance of the Notes.
(b) Sale of Notes. Subject to the terms and conditions of this
Agreement, at the Closing, CXI shall sell and issue to each Investor, and each
Investor shall purchase and acquire from the Corporation, a Note in the original
principal amount as is listed on Schedule 1 hereto opposite such Investor's name
for an aggregate of $500,000. CXI's agreement with each of the Investors is a
separate agreement, and the sale of the Notes to each of the Investors is a
separate sale.
SECTION 2. Closing of Sale of the Notes.
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(a) The Closing. The closing with respect to the transactions
contemplated herein shall take place at the offices of Xxxxxxxxx Xxxxxxx, LLP,
000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. on the date hereof (the
"Closing") or at such other time, date and place as are mutually agreeable to
CXI, COES and the Investors. At the Closing, each Investor who shall purchase a
Note hereunder shall deliver to CXI two executed Signature Pages to this
Agreement, completed and executed by such Investor. If at the Closing any of the
conditions specified in Section 7 shall not have been fulfilled, each of the
Investors shall, at his, her or its election, be relieved of all of his, her or
its obligations under this Agreement without thereby waiving any other rights
he, she or it may have by reason of such failure or non-fulfillment.
(b) Issuance of Note. On the date of the Closing, CXI shall
issue and deliver to each Investor an executed Note in the original principal
amount as is set forth opposite such Investor's name on Schedule 1 attached
hereto.
SECTION 3. Description of the Notes.
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(a) Maturity. CXI shall pay each Investor the outstanding
principal amount, together with all accrued and unpaid interest on the earliest
to occur (the "Maturity Date") of (i) the prepayment of the Notes out of one
hundred percent (100%) of the first proceeds received by CXI as a cash
distribution (whether in the form of an intercompany dividend, bonus, loan or
otherwise) from Dispute Resolution Management, Inc., a Utah corporation ("DRM")
and an 81% owned subsidiary of CXI, or (ii) the consummation of a contemplated
Two Million Dollars ($2,000,000) debt financing with BHC Funding, Inc. or (iii)
on February 14, 2001. The Notes may be prepaid at any time, on five (5) business
days prior notice, without penalty.
(b) Interest. The Notes shall bear interest at a rate per annum
equal to 12%. Interest shall be payable at the Maturity Date.
(c) Lost, Stolen, Damaged and Destroyed Notes. At the request of
any Investor, CXI will issue, at its expense, in replacement of any Note or
Notes lost, stolen, damaged or destroyed, upon surrender of the mutilated
portions thereof, if any, a new Note or Notes of the same denomination, of the
same unpaid principal amount and otherwise of the same tenor as, the Note or
Notes so lost, stolen, damaged or destroyed. CXI may condition the replacement
of a Note reported by an Investor as lost, stolen or destroyed upon the receipt
from such Investor of an indemnity or security reasonably satisfactory to CXI.
SECTION 4. CXI Common Stock. At the Closing, each Investor shall
purchase from COES and COES shall issue and sell to each Investor that number of
shares of CXI Common Stock, set forth opposite such Investor's name on Schedule
1 attached hereto under the heading "Number of Shares of CXI Common Stock " at a
purchase price of $.01 per share.
SECTION 5. Representations and Warranties of CXI and COES to the
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Investors.
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CXI, as to information or matters relating solely to itself, and COES,
as to information or matters relating solely to itself, severally represent and
warrant to the Investors as follows:
(a) Organization. They are duly organized, validly existing and
in good standing under the laws of the State of Delaware. They have all
requisite corporate power and authority to own and lease their respective
property, to carry on their respective businesses as presently conducted and as
proposed to be conducted, and to carry out the transactions contemplated by this
Agreement, and each are duly licensed or qualified to do business as a foreign
corporation in each jurisdiction in which the conduct of their respective
businesses or ownership or leasing of their respective properties requires them
to be so licensed or qualified, except where failure to be so licensed or
qualified would not, in the aggregate, have a material adverse effect on the
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respective businesses, results of operations, or condition (financial or
otherwise) or prospects of CXI or COES (each a "Material Adverse Effect"). Each
of CXI and COES has furnished to counsel to the Investors true and complete
copies of their respective Certificates of Incorporation and Bylaws, each as
amended to date and currently in effect.
(b) Capitalization. The authorized capital stock of CXI and COES
(immediately prior to the Closing) each are as set forth under Section 5(b) on
the Disclosure Schedule attached hereto (collectively, the "Capital Stock"). All
of the issued and outstanding shares of Capital Stock has been duly authorized
and validly issued and is fully paid and non-assessable. Except as set forth
under Section 5(b) on the Disclosure Schedule attached hereto, (i) no
subscription, warrant, option, convertible security or other right (contingent
or otherwise) to purchase or acquire any shares of Capital Stock is authorized
or outstanding, (ii) there are no obligations (contingent or otherwise) to issue
any subscription, warrant, option, convertible security or other such right or
to issue or distribute to holders of any shares of the Capital Stock any
evidences of indebtedness or assets of CXI or COES and (iii) there exists no
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire
any shares of the Capital Stock or any interest therein or to pay any dividend
or make any other distribution in respect thereof. All of the issued and
outstanding shares of Capital Stock have been offered, issued and sold in
compliance with applicable federal and state securities laws.
(c) SEC Documents, Financial Statement. The Common Stock of CXI
is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and currently trades on the American Stock
Exchange, Inc. CXI has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it with the Securities and Exchange
Commission ("SEC") pursuant to the reporting requirements of the Exchange Act,
including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act
(all of the foregoing including filings incorporated by reference therein being
referred to herein as the "SEC Documents"). CXI has delivered or made available
to each of the Investors true and complete copies of the SEC Documents filed
with the SEC since March 1998. CXI has not provided to the Investors any
information which, according to applicable law, rule or regulation, should have
been disclosed publicly by CXI but which has not been so disclosed, other than
with respect to the transactions contemplated by this Agreement. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder and other federal, state and local laws, rules and
regulations applicable to such documents. As of their respective dates, none of
the SEC Reports referred to above contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of CXI
included in the SEC Documents comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC or other applicable rules and regulations with respect thereto. Such
financial statements have been prepared in accordance with United States
generally accepted accounting principles ("GAAP") applied on a consistent basis
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited
interim statements, to the extent they may not include footnotes or may be
condensed or summary statements), and fairly present in all material respects
the financial position of CXI as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments).
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(d) Authorization and Issuance. The issuance, sale and delivery
of the Notes and the shares of CXI Common Stock in accordance with this
Agreement have been, or will be on or prior to the Closing, duly authorized by
all necessary corporate action on the part of each of CXI and COES, and the
shares of CXI Common Stock have been duly reserved for issuance. The shares of
CXI Common Stock, when issued, sold and delivered by COES against payment
therefor in accordance with the provisions of this Agreement, will be duly and
validly issued, fully paid and non-assessable and free and clear of all liens,
claims, encumbrances or rights of third parties.
(e) Authority for Agreement and Ancillary Agreements. The
execution, delivery and performance by CXI and COES, as the case may be, of this
Agreement, the Notes, the CXI Common Stock and all other agreements required to
be executed by CXI or COES, as the case may be, on or prior to the Closing
pursuant to Section 7(c) (the "Ancillary Agreements"), and the consummation by
CXI and COES, as the case may be, of the transactions contemplated hereby and
thereby, have been duly authorized by all requisite action on the part of CXI
and COES, repectively. This Agreement has been, and the Ancillary Agreements
when executed, will have been, duly executed and delivered by CXI and COES, as
the case may be, and constitute valid and binding obligations of CXI and COES,
as the case may be, enforceable in accordance with their terms. The execution,
delivery and performance of this Agreement, and the Ancillary Agreements and the
compliance with their provisions by CXI and COES, as the case may be, will not:
(i) violate any provision of law, statute, ordinance,
rule or regulation or any ruling, writ, injunction, order, judgment or
decree of any court, administrative agency or other governmental body
where such violation would have a material adverse effect on the
business, financial conditions, results of operations or prospects of
any of (i) COES, (ii) CXI when taken as a consolidated whole, or (iii)
DRM (individually or collectively, a "Material Adverse Effect");
(ii) conflict with or result in any breach of any of
the terms, conditions or provisions of, or constitute (with due notice
or lapse of time, or both) a default (or give rise to any right of
termination, cancellation or acceleration) under (A) any agreement,
document, instrument, contract, understanding, arrangement, note,
indenture, mortgage or lease to which CXI, COES or DRM is a party or
under which CXI, COES or DRM or any of their respective assets is bound
or affected where such default would have a Material Adverse Effect, or
(B) the respective Certificates of Incorporation or Bylaws of COES, CXI
or DRM; or
(iii) result in the creation of any lien, security
interest, charge or encumbrance upon any of the respective properties
or assets of CXI, COES or DRM.
(f) Consents and Approvals. No authorization, consent, approval
or other order of, or declaration to or filing with, any governmental agency or
body (other than filings required to be made under applicable federal and state
securities laws) is required for the valid authorization, execution, delivery
and performance by CXI and COES of this Agreement or the issuance and sale of
the Notes and/or shares of CXI Common Stock. CXI and COES have obtained all
other consents and shareholder approvals that are necessary to permit the
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consummation of the transactions contemplated hereby. Based on the
representations of the Investors set forth in Section 6 of this Agreement and
the conduct of CXI and COES, respectively, the offer, sale and issuance of the
Notes and shares of CXI Common Stock will be in compliance with applicable
federal and state securities laws.
(g) Absence of Changes. Except for a notice to CXI from Acstar
Insurance Company ("Acstar"), a surety that CXI indemnified for surety bonds
(the "Bonds") Acstar issued in the aggregate amount of $600,000 to Maryland
Environmental Services ("MES") and Commodore Separation Technologies, Inc.,
informing CXI that MES had made a claim against the Bonds and as disclosed in
the SEC Documents, since June 30, 2000 CXI has not incurred any liabilities or
obligations, direct or contingent, not in the ordinary course of business, or
entered into any transaction not in the ordinary course of business, which is
material to its businesses of CXI and CXI is not aware of any prospective
adverse change in the condition (financial or otherwise), net worth, results of
operations, business, key personnel or properties which would have a Material
Adverse Effect, and CXI has not become a party to any material litigation
whether or not in the ordinary course of business.
(h) Litigation. There is no material action, suit,
investigation, customer complaint, claim or proceeding at law or in equity by or
before any arbitrator, governmental instrumentality or other agency now pending
or, to the knowledge of CXI, threatened against CXI (or basis therefor known to
CXI), the adverse outcome of which would have a Material Adverse Effect. CXI is
not subject to any judgment, order, writ, injunction or decree of any Federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign which have a Material Adverse
Effect.
(i) Taxes. CXI has filed all Federal, state, local and foreign
tax returns which are required to be filed by it and has otherwise met its
disclosure obligations to the relevant agencies and all such returns are true
and correct in all material respects. CXI has paid or adequately provided for
all tax liabilities of CXI, as reflected on such returns or pursuant to any
assessments received by it or which it is obligated to withhold from amounts
owing to any employee, creditor or third party. CXI has properly accrued all
taxes required to be accrued by GAAP consistently applied. The tax returns of
CXI have never been audited by any state, local or Federal authorities. CXI has
not waived any statute of limitations with respect to taxes or agreed to any
extension of time with respect to any tax assessment or deficiency.
(j) Authorization of CXI Common Stock. The issuance, sale and
delivery by COES of the CXI Common Stock issuable hereunder will be duly
authorized by all requisite corporate action of CXI and COES, respectively, and
when so issued, sold, paid for and delivered, the CXI Common Stock will be
validly issued and outstanding, fully paid and nonassessable, and not subject to
preemptive or any other similar rights.
(k) Title to Securities. The Investors shall receive good and
marketable title to such securities free and clear of all liens, encumbrances
and claims whatsoever (with the exception of claims arising through the acts or
omissions of the purchasers and except as arising from applicable Federal and
state securities laws), and CXI and COES, as the case may be, shall have paid
all taxes, if any, in respect of the original issuance thereof.
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(l) Disclosure. No representation or warranty of CXI or COES, as
the case may be, contained in this Agreement, the Ancillary Agreements, the SEC
Documents or any other document, certificate or written statement furnished to
the Investors by or on behalf of CXI or COES, as the case may be, for use in
connection with the transactions contemplated herein contains any untrue
statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. There is
no material fact known to CXI or COES, as the case may be, that has had or will
have a Material Adverse Effect and that has not been disclosed herein or in such
other documents, certificates and statements furnished to the Investors for use
in connection with the transactions contemplated hereby.
SECTION 6. Representations and Warranties of the Investors to CXI and
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COES.
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Each of the Investors severally (but not jointly and severally)
represents and warrants to CXI and COES as follows:
(a) Investment. The Investor is purchasing the Notes and the CXI
Common Stock for investment for the account of the Investor and not for the
account of any other person, and not with a view toward resale or other
distribution thereof. The Investor understands that the Notes and the CXI Common
Stock have not been registered under the Securities Act and applicable state
securities laws and, therefore, cannot be resold unless they are subsequently
registered under the Securities Act and applicable state securities laws or
unless an exemption from such registration is available. The Investor further
understands and agrees that, until so registered or transferred pursuant to the
provisions of Rule 144 under the Securities Act, such securities shall bear a
legend, prominently stamped or printed thereon, reading substantially as
follows:
"These securities 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 their distribution or resale, and may not be sold, pledged, or
otherwise transferred without an effective registration statement for
such securities under the Securities Act and applicable state
securities laws, or an opinion of counsel satisfactory to CXI to the
effect that such registration is not required."
Such legend shall be removed when such securities may be sold
pursuant to Rule 144(k).
(b) Authority. The Investor has full power and authority to
enter into and to perform this Agreement in accordance with its terms.
(c) Experience. The Investor has carefully reviewed the
representations concerning CXI and COES contained in this Agreement and has made
inquiry concerning CXI, its businesses, operations, financial condition and
their respective personnel. The officers of CXI have made available to the
Investor any and all written information which he, she or it has requested and
have answered to the Investor's satisfaction all inquiries made by the Investor;
and the Investor is capable of evaluating the merits and risks of the purchase
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of the Note. The Investor has the capacity to protect its own interests in
connection with the purchase of the Note by reason of the Investor's business or
financial experience.
(d) Accredited Investor. The Investor is an "Accredited
Investor," as that term is defined in Rule 501 of Regulation D promulgated under
the Securities Act.
(e) Risk. The operations of CXI are subject to all of the risks
inherent in the establishment of a commercial enterprise and the likelihood of
the success of CXI must be evaluated in light of various factors, including
working capital deficits, competition with established and well financed
entities, anticipated negative cash flow in the period following completion of
this placement, the need for further refinements and developments of CXI's
products and services, and the need for additional capital to fund CXI's
activities and to comply with its obligations to the former sole stockholders of
DRM, as disclosed in the November 2000 proxy statement included in the SEC
Documents. There can be no assurance that CXI will be able to obtain sufficient
capital or generate sufficient revenues to support their operations and/or
achieve profitable results.
SECTION 7. Conditions to the Obligations of the Investors. The
obligation of each of the Investors to purchase a Note at the Closing is subject
to the fulfillment, or the waiver by such Investor, of each of the following
conditions on or before the Closing:
(a) Accuracy of Representations and Warranties. Each
representation and warranty contained in Section 5 and each Ancillary Agreement
shall be true on and as of the Closing Date, with the same effect as though such
representation and warranty had been made on and as of that date.
(b) Performance. CXI and COES each shall have performed and
complied with all agreements and conditions contained in this Agreement and each
of the Ancillary Agreements required to be performed or complied with by CXI or
COES, as the case may be, prior to or on the date of the Closing.
(c) Other Agreements
(i) The Note in the form attached hereto as Exhibit A
shall have been executed and delivered by CXI to each of the Investors.
(ii) The Security Agreement in the form attached
hereto as Exhibit B shall have been executed and delivered by each of
the parties thereto.
(iii) The Registration Rights Agreement in the form
attached hereto as Exhibit C shall have been executed and delivered by
each of the parties thereto
(v) The resolutions of the boards of directors of
each of COES, CXI and DRM in the form of Exhibit D-1 through Exhibit
D-3 shall have been executed and approved by the members of the boards
of directors of all of such corporations.
(vi) The "DRM Undertaking" referred to in Section
7(g) below.
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(d) Certificates and Documents. Each of CXI and COES shall have
delivered to counsel to the Investors:
(i) The respective Certificates of Incorporation of
CXI and COES, as amended and in effect as of the date of the Closing,
certified by the Secretary of State of the State of Delaware.
(ii) Certificates, as of the most recent practicable
date, as to the corporate good standing of each of CXI and COES issued
by the Secretary of State of the State of Delaware.
(iii) The respective Bylaws of CXI and COES,
certified by its Secretary or Assistant Secretary as of the date of the
Closing.
(iv) Copies of resolutions of the Board of Directors
of each of CXI and COES authorizing and approving all matters in
connection with this Agreement and the transactions contemplated
hereby, certified by the Secretary or Assistant Secretary of CXI and
COES, as the case may be, as of the date of the Closing.
(e) Compliance Certificate. Each of CXI and COES shall have
delivered to the Investors at the Closing, a certificate, executed by an officer
of each of CXI and COES, dated the date of the Closing, certifying to the
fulfillment of the conditions specified in Sections 7(a) and 7(b) of this
Agreement.
(f) UCC Financing Statements. CXI shall have executed and
delivered to the Investors UCC Financing Statements in such forms as requested
by the Investors or their counsel.
(g) Commitment of DRM to Distribute Funds . On the Closing Date,
the Investors shall have received a written undertaking, executed by DRM and
approved in writing by Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxx, the minority
stockholders of DRM, to distribute in cash (whether in the form of an
intercompany dividend, bonus, loan or otherwise) to CXI not less than $500,000
out of the aggregate payments from its clients or from the insurer(s) in
connection with the settlement of environmental claims which are received by
DRM, as, if and when such settlement proceeds shall be received (the "DRM
Undertaking"); which DRM Undertaking shall be in the form of Exhibit E annexed
hereto.
SECTION 8. Conditions to Obligations of the Corporation.
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The obligations of each of CXI and COES under Section 1(b) of
this Agreement are subject to the fulfillment, or the waiver, of the following
condition on or before the date of the Closing: Each representation and warranty
contained in Section 6 shall be true on and as of the date of the Closing.
SECTION 9. Additional Agreements of the Parties.
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No Conflicting Agreements.From and after the date of this
Agreement, neither CXI nor COES shall enter into any agreement, whether in
connection with obtaining financing or otherwise, which would prohibit or
otherwise legally restrict CXI, COES, DRM or any other subsidiary or affiliate
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of such parties from making payment of the Notes, when due, registering the CXI
Common Stock being issued to the Investors hereunder, or otherwise prohibiting,
restricting or limiting the sale or disposition of such securities by the
Investors.
SECTION 10. Miscellaneous.
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(a) Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall bind and inure to the benefit of COES, CXI
and the Investors and the respective permitted successors and assigns of the
Investors, the permitted successors and assigns of CXI and the permitted
successors and assigns of the CXI.
(b) Entire Agreement. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement among the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous arrangements or understandings,
whether written or oral, with respect thereto.
(c) Changes. The terms and provisions of this Agreement may not
be modified or amended, or any of the provisions hereof waived, temporarily or
permanently, except pursuant to a writing executed by duly authorized
representatives of the Corporation, CXI and the Investors.
(d) Survival of Representations and Warranties. All agreements,
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the closing of the transactions contemplated
hereby.
(e) Notices. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall be delivered
by hand, sent via a reputable nationwide overnight courier service or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid:
If to CXI or COES, at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Chief Executive Officer, or at such other
address or addresses as may have been furnished in writing by CXI to the
Investors; or
If to an Investor, at his, her or its address as set forth on
Schedule 1 hereto, or at such other address or addresses as may have been
furnished to CXI in writing by such Investor.
Notices provided in accordance with this Section 9(e) shall be
deemed delivered upon personal delivery, one business day after being sent via a
reputable nationwide overnight courier service, or two business days after
deposit in the mail.
(f) Counterparts. This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts each of
which, when so executed and delivered, shall be an original but all of which
together shall constitute one and the same instrument.
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(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York applicable to
contracts made and to be performed wholly therein.
(h) Section Headings. The section headings are for the
convenience of the parties and in no way alter, modify, amend, limit, or
restrict the contractual obligations of the parties.
(i) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
COMMODORE APPLIED TECHNOLOGIES, INC.
By: _______________________________________________
Name: Xxxx X. Xxxxxxxxx
Title: Chairman, Chief Executive Officer and President
COMMODORE ENVIRONMENTAL SERVICES, INC.
By: _______________________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
INVESTORS:
XXXXXXX ASSOCIATES
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X Xxxxxxxxx, General Partner
KLASS PARTNERS, LTD.
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx, President
/s/ Xxx Xxxx Xxxxxxxxx
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Xxx Xxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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Schedule 1
INVESTORS
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Number of Shares of CXI Common
Name and Address: Principal Amount Invested: Stock:
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Xxxxxxx Associates
000 Xxxxxxx Xxxx $150,000 300,000
Xxxxxx, XX 00000
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Klass Partners, Ltd.
000 Xxxxxx Xxxxxx 250,000 500,000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
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Xxx Xxxx Xxxxxxxxx
000 Xxxx 00xx Xxxxxx 75,000 150,000
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
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Xxxxxxx X. Xxxxx
000 Xxxx Xxxxxx, 00xx Floor 25,000 50,000
Xxx Xxxx, XX 00000
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Total . . . . $500,000 1,000,000
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