STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”),
dated
as of August 14, 2006, is made by and between eXegenics, Inc. a
Delaware corporation (the “Company”),
and
the Investors listed on Exhibit
A
hereto
(each, an “Investor”
and
collectively, the “Investors”).
RECITALS
A. The
Investors desire to acquire from the Company, and the Company desires to issue
and sell to the Investors, in the manner and on the terms and conditions
hereinafter set forth, shares of Common Stock of the Company.
B. In
connection with the Investors’ purchase of the Common Stock, the Company and the
Investors desire to establish certain rights and obligations between
themselves.
AGREEMENTS
NOW,
THEREFORE, in consideration of these premises, the mutual covenants and
agreements herein contained and for other good and valuable consideration,
the
sufficiency and receipt of which are hereby acknowledged, the Company and the
Investors hereby agree as follows:
SECTION
1. DEFINITIONS.
The
following terms when used in this Agreement have the following respective
meanings:
“Affiliate”
means
with respect to any Person, any (i) officer, director, partner or holder of
more
than 10% of the outstanding shares or equity interests of such Person, (ii)
any
Relation of such Person, or (iii) any other Person which directly or indirectly
Controls, is controlled by, or is under common control with such Person. A
Person will be deemed to control another Person if such Person possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of the “Controlled” Person, whether through ownership of
voting securities, by contract, or otherwise.
“Business
Day”
means
a
day other than Saturday, Sunday or statutory holiday in the State of New York
and in the event that any action to be taken hereunder falls on a day which
is
not a Business Day, then such action shall be taken on the next succeeding
Business Day.
“Bylaws”
means
the Bylaws of the Company.
“Certificate
of Incorporation”
means
the Certificate of Incorporation of the Company, as amended and as on file
with
the Secretary of State of the State of Delaware on the date of this
Agreement.
“Closing”
has
the
meaning set forth in Section
3.1
hereof.
“Closing
Date”
has
the
meaning set forth in Section
3.1
hereof.
“Common
Stock”
means
shares of the common stock, $.01 par value, of the Company.
“Company
Stockholder Approval”
means,
collectively, the approval, by the requisite vote of the Stockholders of the
Company, of (i) the proposed amendment to the Certificate of Incorporation
of
the Company increasing the number of shares of Common Stock that the Company
shall be authorized to issue and (ii) the consummation of the transaction
contemplated by this Agreement.
“Xxxxx
Matter”
means
the subscriptions receivable from Xxxxxx X. Xxxxx, all as more particularly
described in the SEC Filings.
“Governmental
Authority”
means
the United States, any state or municipality, the government of any foreign
country, any subdivision of any of the foregoing, or any authority, department,
commission, board, bureau, agency, court, or instrumentality of any of the
foregoing.
“Initial
Purchase Price”
means
the sum of $8,613,000, which amount reflects the Stockholders’ Equity of the
Company at June 30, 2006.
“Investors
Voting Agreement”
means a
written agreement executed by the Investors, in a form reasonably satisfactory
to the Company, pursuant to which each Investor agrees, for a period of three
(3) years after the Closing Date, to vote its shares of capital stock of the
Company in favor of the election to the board of directors of the Company of
Xxxx Xxxxxxxxx and Xxxxxx Xxxxx, or their respective successors, as more
particularly described in the Investors Voting Agreement.
“Knowledge”
as
to
the Company means the actual knowledge of the officers of the Company after
due
and diligence inquiry of the employees or agents of the Company reasonably
believed to have knowledge of such matters.
“Labidi
Matter”
means
the matter brought by Xxxxx Xxxxx Labidi against the Company, all as more
particulary described in the SEC Filings.
“Lien”
means
any mortgage, lien, pledge, security interest, easement, conditional sale or
other title retention agreement, or other encumbrance of any kind.
“1934
Act”
means
the Securities Exchange Act of 1934, as amended.
“1933
Act”
means
the Securities Act of 1933, as amended.
“Material
Adverse Effect”
means
a
change or effect in the condition (financial or otherwise), properties, assets,
liabilities, rights, operations or business of the Company which change or
effect, individually or in the aggregate, could reasonably be expected to be
materially adverse to such condition, properties, assets, liabilities, rights,
operations or business.
“Person”
means an
individual, corporation, limited liability company, partnership, joint venture,
trust, unincorporated organization, or Governmental Authority.
“Proxy
Statement”
means
the proxy statement for the Stockholders Meeting, together with any amendments
or supplements thereto.
“SEC”
means
the Securities and Exchange Commission.
“SEC
Filings”
has
the
meaning set forth in Section
4.2(d)
hereof.
“Series
A Preferred Shares”
means
shares of the Series A Preferred Stock, par value $.01 per share, of the
Company.
“Stockholders”
mean
the record holders of shares of capital stock of the Company.
“Stockholders’
Equity”
means,
as of any date, the amount determined by subtracting the liabilities of the
Company as of such date from the assets of the Company, all as determined in
accordance with generally accepted accounting principles applied on a consistent
basis (“GAAP”),
provided, however, in any event, any expenses of the Company associated with
the
transactions contemplated by this Agreement, including the procurement of a
fairness opinion by the Company, will, to the extent not paid as of the date
of
determination of Stockholders Equity, be accrued as a liability of the Company.
2
“Stockholders
Meeting”
means
the special meeting of the stockholders of the Company held for purposes of
considering an amendment to the Company’s Certificate of Incorporation and the
issuance of the Common Stock.
“Stockholders
Voting Agreement”
means a
written voting agreement executed by the holders of shares of voting stock
of
the Company, in a form reasonably acceptable to the Investors, pursuant to
which
each stockholder agrees to vote all shares of Common Stock owned by them in
favor of the transactions included in the Company Stockholder
Approval.
SECTION
2. PURCHASE
AND SALE OF COMMON STOCK.
2.1 Issuance
and Purchase of Common Stock
.
At the
Closing, based upon the representations, warranties, covenants and agreements
of
the parties set forth in this Agreement, the Company shall issue and sell to
the
Investors, and the Investors shall purchase from the Company, an aggregate
of
19,440,491 shares of the Common Stock to be allocated among the Investors as
provided in Exhibit
A
attached
hereto. At the Closing, the Company will issue and deliver to each of the
Investors a stock certificate registered in the name of the Investor
representing the number of shares of the Common Stock, against payment of the
Initial Purchase Price therefore, listed next to each such Investors name on
Exhibit
A
hereto.
The shares of Common Stock issued to the Investors will, in the aggregate,
equal
fifty-one percent (51%) of the outstanding capital stock of the Company on
the
Closing Date, on a fully-diluted basis, after giving effect to the conversion
or
exercise of all convertible instruments and securities. Without limitation,
this
calculation shall take into account any shares of Common Stock issuable upon
conversion of outstanding shares of the Company’s Series A Preferred Stock and
any shares of Common Stock issuable upon the exercise of outstanding options
or
warrants to purchase shares of Common Stock.
2.2 Consideration
for Common Stock
.
The
purchase price for the Common Stock shall be the Stockholders’ Equity of the
Company at the Closing Date. The Investors shall pay to the Company, on the
Closing Date, the Initial Purchase Price, and the Initial Purchase Price shall
be subject to adjustment as set forth in Section 2.3. The Investors will pay
the
Initial Purchase Price by wire transfer of immediately available funds to an
account designated in writing by the Company.
2.3 Adjustment
to Purchase Price
.
The
final purchase price will be in an amount equal to Stockholders’ Equity at the
Closing Date and will be determined as follows:
(a)
The
Company will prepare a balance sheet of the Company, in accordance with GAAP
consistently applied, as of the Closing Date, including a computation of
Stockholders’ Equity as of the Closing Date (the “Closing
Date Balance Sheet”)
and
will deliver the Closing Date Balance Sheet to the Investors within sixty (60)
days after the Closing Date. Such Closing Date Balance Sheet shall, if the
Labidi Matter and/or the Xxxxx Matter have not been resolved, include reserves
reflecting the maximum potential liability of the Company in connection with
any
such unresolved matter. If, within thirty days following delivery of the Closing
Date Balance Sheet to the Investors, the Investors have not given the Company
notice of their objection to the Closing Date Balance Sheet (such notice must
contain a statement of the basis of the Investors’ objection), then the
Stockholders’ Equity reflected in the Closing Date Balance Sheet will be used in
determining the purchase price. If the Investors give such notice of objection,
then the Investors and the Company shall use reasonable efforts to resolve
any
such dispute. If the Company and the Investors are unable to finally resolve
such dispute within ten (10) days after the Company’s receipt of the Investors’
notice of objection, then the dispute shall be resolved by an independent
certified public accounting firm that is reasonably acceptable to the Company
and the Investors (the "Independent
Accounting Firm")
considering recent past, current and anticipated future engagements. The Company
and the Investors shall retain the Independent Accounting Firm within ten (10)
days of the end of the ten (10) day period for the Company and Investors to
resolve their dispute. The determination of the Independent Accounting Firm
shall be made as promptly as practicable, but in no event more than 15 days
after such matter(s) has been submitted to the Independent Accounting Firm,
and
shall be final and binding on the Company and the Investors. The fees and
expenses of the Independent Accounting Firm shall be borne by the party found
to
be incorrect with regard to the objections. If both parties are found to be
partially incorrect with regard to the objections, then the fees and expenses
of
the Independent Accounting Firm shall be shared proportionately by the parties
based upon the amount the objections successfully contested by the Investors
bears to the total of the objected amounts submitted to the Independent
Accounting Firm.
3
(b)
On
the tenth business day following the final determination of the Stockholders’
Equity at the Closing Date, if that amount is greater than the Initial Purchase
Price, the Investors will pay the difference to the Company, and if the final
Stockholders’ Equity at the Closing Date is less than the Initial Purchase
Price, the Company will pay the difference to the Investors, based on the
portion of the aggregate purchase price paid for the Common Stock by each
Investor (as set forth on Exhibit
A).
All
payments must be made in immediately available funds.
(c)
In
the event that the Closing Date Balance Sheet included additional reserves
for
the Labidi Matter or the Xxxxx Matter and if, prior to December 31, 2006, the
Company subsequently resolves such matters for an amount or amounts less than
the amounts reserved on the Closing Date Balance Sheet, then the Investors
shall
pay to the Company, in the form of additional purchase price, an amount equal
to
the difference between the actual amount paid or incurred by the Company and
the
amount of the reserve in the Closing Date Balance Sheet, such payment to be
made
within ten (10) days’ of receipt of written notice from the
Company.
SECTION
3. THE
CLOSING.
3.1 Closing
.
The
closing of the issuance and sale of the Common Stock pursuant to Section 2.1
hereof and certain of the other transactions contemplated hereby (the “Closing”)
will take place at 9:00 A.M. at the offices of the Company located at 0000
Xxxxxxxxx-Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx, xx the next business day (or such
later date as the parties hereto may agree) following the later of (i) the
Stockholders Meeting or (ii) the satisfaction or waiver of the conditions set
forth in Article 6 hereof, (the “Closing
Date”),
or at
such other time or place as the parties mutually agree.
3.2 Deliveries
by the Company
.
At the
Closing, the Company shall deliver or cause to be delivered to the Investors
the
following items (in addition to any other items required to be delivered to
the
Investors pursuant to any other provision of this Agreement):
(a) certificates
representing the shares of Common Stock being issued and sold by the Company
to
the Investors pursuant to Section 2.1 hereof, duly recorded on the books of
the
Company in the names of each of the Investors as set forth in Exhibit
A;
and
(b) a
certificate of the Secretary of State of the State of Delaware as to the good
standing of the Company dated within five days prior to the Closing
Date.
3.3 Deliveries
by the Investors
.
At the
Closing, each of the Investors shall deliver or cause to be delivered to the
Company the following items (in addition to any other items required to be
delivered to the Company pursuant to any other provision of this Agreement):
payment by wire transfer of immediately available funds necessary to satisfy
each Investor’s obligations to the Company under Section 2.2 hereof and to
insure payment to the Company of the Initial Purchase Price.
4
SECTION
4. REPRESENTATIONS
AND WARRANTIES.
4.1 Representations
and Warranties of the Company
.
In
order to induce each of the Investors to purchase the Common Stock that it
is
purchasing hereunder, the Company represents and warrants to the Investors
that:
(a) Organization
and Standing.
The
Company is duly incorporated and validly existing under the laws of the State
of
Delaware, and has all requisite corporate power and authority to own or lease
its properties and assets and to conduct its business as it is presently being
conducted. The Company does not own any equity interest, directly or indirectly,
in any other Person or business enterprise. The Company is qualified to do
business and is in good standing in each jurisdiction in which the failure
to so
qualify could reasonably be expected to have a material adverse effect upon
its
assets, properties, financial condition, results of operations or
business.
(b) Capitalization.
At the
date of this Agreement, the authorized capital stock of the Company consists
of
(i) 30,000,000 shares of Common Stock, of which 16,991,101 shares are issued
and
outstanding, and (ii) 10,000,000 shares of Preferred Stock, of which 4,000,000
shares have been designated Series A Preferred Stock, of which 1,002,017 shares
are issued and outstanding, and (iv) 6,000,000 shares of undesignated Preferred
Stock, none of which are issued and outstanding. The Company has no other equity
securities of any class issued, reserved for issuance or outstanding. Except
as
set forth below, there are (x) no outstanding options, offers, warrants,
conversion rights, contracts or other rights to subscribe for or to purchase
from the Company, or agreements obligating the Company to issue, transfer,
or
sell (whether formal or informal, written or oral, firm or contingent), shares
of capital stock or other securities of the Company (whether debt, equity,
or a
combination thereof) or obligating the Company to grant, extend, or enter into
any such agreement and (y) no agreements or other understandings (whether formal
or informal, written or oral, firm or contingent) which require or may require
the Company to repurchase any of its Common Stock. There are no preemptive
or
similar rights with respect to the Company’s capital stock. There are no
anti-dilution or price adjustment provisions contained in any security issued
by
the Company (or in any agreement providing rights to security holders). The
Company is not a party to, and to the Knowledge of the Company no Stockholder
is
a party to, any voting agreements, voting trusts, proxies or any other
agreements, instruments or understandings with respect to the voting of any
shares of the capital stock of the Company, or any agreement with respect to
the
transferability, purchase or redemption of any shares of the capital stock
of
the Company. The issue and sale of the Common Stock to the Investors will not
obligate the Company to issue any shares of Common Stock or other securities
to
any Person (other than the Investors) and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or
reset price under such securities. The outstanding Series A Preferred Shares
and
the outstanding Common Stock are all duly and validly authorized and issued,
fully paid and nonassessable. At June 30, 2006, there were: 1,002,017 shares
of
common stock reserved for issuance upon conversion of Series A Preferred Stock;
295,000 shares reserved for issuance upon exercise of outstanding stock options;
290,000 shares reserved for issuance upon exercise of outstanding warrants;
and
100,000 shares reserved for issuance in connection with stock
bonuses.
(c) Capacity
of the Company; Authorization; Execution of Agreements.
The
Company has all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by
it
hereunder. Subject to the Company Stockholder Approval, as contemplated by
this
Agreement, the execution and delivery of this Agreement by the Company, and
the
performance by the Company of the transactions and obligations contemplated
hereby, including, without limitation, the issuance and delivery of the shares
of Common Stock to the Investors hereunder, have been duly authorized by all
requisite action of the Company. This Agreement has been duly executed and
delivered by a duly authorized officer of the Company, and constitutes a valid
and legally binding agreement of the Company, enforceable in accordance with
its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws of the United States (both
state and federal), affecting the enforcement of creditors’ rights or remedies
in general from time to time in effect and the exercise by courts of equity
powers or their application of principles of public policy.
5
(d) Status
of shares of Common Stock.
The
Common Stock to be issued and purchased hereunder, when issued by the Company
to
the Investors and paid for by the Investors pursuant to the terms of this
Agreement, will (i) be duly authorized, validly issued, fully paid and
nonassessable, (ii) be issued in compliance with all applicable United States
federal and state securities laws, (iii) subject to restrictions under this
Agreement, and applicable United States federal and state securities laws,
have
the rights and preferences set forth in the Certificate of Incorporation, and
(iv) be free and clear of all Liens.
(e) Conflicts;
Defaults.
Subject
to the Company Stockholder Approval, as contemplated by this Agreement, the
execution and delivery of this Agreement by the Company and the performance
by
the Company of the transactions and obligations contemplated hereby and thereby
to be performed by it will not (i) violate, conflict with, or constitute a
default under any of the terms or provisions of, the Certificate of
Incorporation, the Bylaws, or any provisions of, or result in the acceleration
of any obligation under, any Contract, note, debt instrument, security
agreement, or other instrument to which the Company is a party or by which
the
Company, or any of its assets is bound; (ii) result in the creation or
imposition of any Liens or claims upon the Company’s assets or upon the
Company’s Shares; (iii) constitute a violation of any law, statute, judgment,
decree, order, rule, or regulation of a Governmental Authority applicable to
the
Company; or (iv) constitute an event which, after notice or lapse of time or
both, would result in any of the foregoing. The Company is not presently in
violation of its Certificate of Incorporation or Bylaws.
(f) SEC
Filings.
The SEC
Filings, when filed, complied in all material respects with the requirements
of
the 1934 Act, did not, as of the dates when filed, contain an untrue statement
of material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The SEC Filings
are
all of the filings that the Company was required to file with the SEC during
the
periods covered thereby and all such filings were made on a timely basis when
due. The financial statements of the Company included in the SEC Filings
complied in all material respects with the rules and regulations of the SEC
with
respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with GAAP applied on a consistent basis during
the periods covered by such financial statements, except as may be otherwise
specified in such financial statements or the notes thereto, and fairly present
in all material respects the financial position of the Company as of and for
the
dates thereof and for the periods indicated, and the results of operations
and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments. All material
agreements to which the Company is a party or to which the property or assets
of
the Company are subject and which are required to be disclosed pursuant to
the
1934 Act are included as part of or specifically identified in the SEC
Filings.
6
(g) Material
Changes.
Since
the date of the latest audited financial statements included within the SEC
Filings, except as specifically disclosed in the SEC Filings, (i) there has
been
no event that could result in a Material Adverse Effect, (ii) the Company has
not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP as required to be
disclosed in filings made with the SEC, (iii) the Company has not altered its
method of accounting or the identity of its auditors, except as disclosed in
its
SEC Filings (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its shareholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity securities to any officer,
director or affiliate.
(h) Absence
of Litigation.
Except
as described in the SEC Filings, there is no action, suit, claim, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of
the
Company, threatened against or affecting the Company.
(i) Brokers,
Finders, and Agents.
The
Company is not, directly or indirectly, obligated to anyone acting as broker,
finder, or in any other similar capacity in connection with this Agreement
or
the transactions contemplated hereby. No Person has or, immediately following
the consummation of the transactions contemplated by this Agreement, will have,
any right, interest or valid claim against the Company or the Investors for
any
commission, fee or other compensation as a finder or broker in connection with
the transactions contemplated by this Agreement, nor are there any brokers’ or
finders’ fees or any payments or promises of payment of similar nature, however
characterized, that have been paid or that are or may become payable in
connection with the transactions contemplated by this Agreement, as a result
of
any agreement or arrangement made by the Company.
(j) Application
of Takeover Protections.
Except
as provided in Delaware General Corporation Law Section 203 (“GCL
203”),
there
is no control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s Certificate of Incorporation or Bylaws that is or
could become applicable to any of the Investors as a result of the Investors
and
the Company fulfilling their obligations or exercising their rights under this
Agreement, including without limitation, as a result of the Company’s issuance
of the Common Stock and the Investors’ ownership of the Common
Stock.
(k) Disclosure. All
disclosure materials provided to the Investors regarding the Company, its
business and the transactions contemplated hereby, including the Schedules
to
this Agreement, furnished by or on behalf of the Company are true and correct
in
all material respects and as otherwise contemplated in this Agreement and do
not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein not misleading.
No
event or circumstance has occurred or information exists with respect to the
Company or its business, properties, operations or financial condition, which,
under applicable law, rule or regulation, requires public disclosure or
announcement by the Company but which has not been so publicly announced or
disclosed. The Company acknowledges and agrees that no Investor makes or has
made (i) any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 4.2
or
(ii) any statement, commitment or promise to the Company or any of its
representatives which is or was an inducement to the Company to enter into
this
Agreement.
4.2 Representations
and Warranties of the Investors
Each of the Investors hereby severally, but not jointly, represents and warrants
to the Company that:
7
(a) Investment
Intent.
The
Common Stock to be purchased by the Investor hereunder is being purchased for
its own account, not as a nominee or agent, and not with the view to, or for
resale in connection with, any distribution or public offering thereof within
the meaning of the 1933 Act. The Investor understands that the Common Stock
has
not been registered under the 1933 Act by reason of its issuance in a
transaction exempt from the registration and prospectus delivery requirements
of
the 1933 Act pursuant to Section 4(2) thereof and/or the provisions of Rule
506
of Regulation D promulgated thereunder, and under the securities laws of
applicable states and agrees to deliver to the Company, if requested by the
Company, an investment letter in customary form. The Investor further
understands that the certificates representing the Common Stock will bear a
legend substantially similar to the following and agrees that it will hold
such
Common Stock subject thereto:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED
UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION
FROM
SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE
EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY
TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY).
(b) Capacity
of the Investor; Execution of Agreement.
The
Investor has all requisite power, authority, and capacity to enter into this
Agreement and to perform the transactions and obligations to be performed by
it
hereunder. The execution and delivery of this Agreement, and the performance
by
the Investor of the transactions and obligations contemplated hereby have been
duly authorized by all requisite corporate or individual, as the case may be,
action of the Investor. This Agreement has been duly executed and delivered
by
the Investor and constitutes a valid and legally binding agreement of the
Investor, enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or
other similar laws, both state and federal, affecting the enforcement of
creditors’ rights or remedies in general from time to time in effect and the
exercise by courts of equity powers or their application of principles of public
policy.
(c) Accredited
Investor.
The
Investor is an “accredited
investor”
as
defined in Rule 501(a) of Regulation D promulgated under the 1933
Act.
(d) Suitability
and Sophistication.
The
Investor has (i) such knowledge and experience in financial and business matters
that it is capable of independently evaluating the risks and merits of
purchasing the Common Stock; (ii) independently evaluated the risks and merits
of purchasing the Common Stock and has independently determined that the shares
of Common Stock are a suitable investment for it; and (iii) sufficient financial
resources to bear the loss of its entire investment in the Common Stock. The
Investor has had an opportunity to review: the Company’s Annual Report on Form
10-K for the year ended December 31, 2005; the Company’s definitive proxy
statement filed in connection with its annual meeting held January 6, 2006;
and
other filings made by the Company under Section 13(a) of the Exchange Act since
January 1, 2004 (the “SEC
Filings”).
The
Investor acknowledges that it has had the opportunity to ask questions and
receive answers concerning the Company and the Common Stock.
(e) Brokers,
Finders, and Agents.
The
Investor is not, directly or indirectly, obligated to anyone acting as broker,
finder, or in any other similar capacity in connection with this Agreement
or
the transactions contemplated hereby. No Person has or, immediately following
the consummation of the transactions contemplated by this Agreement, will have,
any right, interest or valid claim against the Company or the Investor for
any
commission, fee or other compensation as a finder or broker in connection with
the transactions contemplated by this Agreement, nor are there any brokers’ or
finders’ fees or any payments or promises of payment of similar nature, however
characterized, that have been paid or that are or may become payable in
connection with the transactions contemplated by this Agreement, as a result
of
any agreement or arrangement made by the Investor.
8
(f) Nationality;
Residence.
The
Investor is a citizen of the United States of America and a resident of the
state set forth underneath such Investor’s name on Exhibit
A
attached
to this Agreement.
4.3 Rule
144
.
Each of
the Investors acknowledges that the Common Stock must be held indefinitely
unless subsequently registered under the 1933 Act or unless an exemption from
such registration is available. Each of the Investors is aware of the provisions
of Rule 144 promulgated under the 1933 Act which permit limited resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the availability of certain current
public information about the Company, the resale occurring not less than one
(1)
year after a party has purchased and paid for the security to be sold, the
sale
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.
SECTION
5. COVENANTS
OF THE PARTIES.
5.1 Commercially
Reasonable Efforts
.
Subject
to the terms and conditions hereof, each party will use commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate the transactions contemplated by this Agreement as
promptly as practicable after the date hereof, including (i) preparing and
filing as promptly as practicable all documentation to effect all necessary
applications, notices, petitions, filings, tax ruling requests and other
documents and to obtain as promptly as practicable all consents, waivers,
licenses, orders, registrations, approvals, permits, tax rulings and
authorizations necessary or advisable to be obtained from any Person and/or
any
Governmental Authority in order to consummate any of the transactions
contemplated by this Agreement, (ii) executing and delivering such other
documents, instruments and agreements as any party hereto shall reasonably
request, and (iii) taking all reasonable steps as may be necessary to obtain
all
such material consents, waivers, licenses, registrations, permits,
authorizations, tax rulings, orders and approvals. In furtherance and not in
limitation of the foregoing, each party hereto agrees to vigorously defend
any
lawsuits or other legal proceedings, whether judicial or administrative,
challenging this Agreement or the transactions contemplated hereby, including
seeking to have any stay or temporary restraining order entered by any
Governmental Authority vacated or reversed. Notwithstanding the foregoing,
in no
event shall any party have any obligation, in order to consummate the
transaction, to (a) take any action(s) that would result in a material adverse
change in the benefits to the Company on the one hand or to the Investors on
the
other of this Agreement, or (b) dispose of any material assets or make any
material change in its business, or (c) expend any material amount of funds
or
otherwise incur any material burden other than those contemplated by this
Agreement.
5.2 Certain
Filings; Cooperation in Receipt of Consents.
(a) As
promptly as practicable after the date hereof, the Company shall prepare and
file the Proxy Statement with the SEC. The Company shall mail the Proxy
Statement to its stockholders as promptly as practicable after the SEC staff
has
completed its review thereof and, if necessary, after the Proxy Statement shall
have been so mailed, promptly circulate amended, supplemental or supplemented
proxy material and, if required in connection therewith, resolicit proxies.
The
Proxy Statement will not, at the date it is first mailed to the stockholders
of
the Company, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are
made,
not misleading, except that no representation or warranty is made by the Company
with respect to statements made or incorporated by reference therein based
on
information supplied by the Investors specifically for inclusion or
incorporation by reference in the Proxy Statement.
9
(b) No
filing
of, or any amendment or supplement to, the Proxy Statement will be made by
the
Company without providing the Investors the opportunity to review and comment
thereon. The Company will advise the Investors, promptly after it receives
notice thereof, of any request by the SEC for amendment of the Proxy Statement
or comments thereon and responses thereto or requests by the SEC for additional
information. If, at any time prior to the Closing Date, it is determined that
any information that is not included in the Proxy Statement should be included
therein, or in an amendment or supplement thereto, so that the Proxy Statement,
as amended or supplemented, would not include any misstatement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, an appropriate amendment or supplement describing such information
shall be promptly filed with the SEC and, to the extent required by law or
regulation, disseminated to the stockholders of the Company.
(c) The
Company and the Investors shall cooperate with one another in (i) determining
whether any other action by or in respect of, or filing with, any Governmental
Authority is required, or any actions, consents, approvals or waivers are
required to be obtained from parties to any material contracts, in connection
with the consummation of the transactions contemplated hereby, and (ii) taking
or seeking any such other actions, consents, approvals or waivers or making
any
such filings, furnishing information required in connection therewith. Each
party shall permit the other party to review any communication given by it
to,
and shall consult with each other in advance of any meeting or conference with,
any Governmental Authority or, in connection with any proceeding by a private
party, with any other Person, and to the extent permitted by the applicable
Governmental Authority or other Person, give the other party the opportunity
to
attend and participate in such meetings and conferences, in each case in
connection with the transactions contemplated hereby.
(d) The
Company shall timely file all reports required to be filed by it pursuant to
Section 13(a) of the 1934 Act and all other documents required to be filed
by it
with the SEC under the 1933 Act or the 1934 Act from the date of this Agreement
to the Closing.
5.3 Stockholder
Meeting
.
The
Company shall cause a meeting of its stockholders to be duly called and held
for
the purposes of obtaining the Company Stockholder Approval as soon as reasonably
practicable. Except as provided in the next sentence, (a) the Board of Directors
of the Company shall recommend approval and adoption by its stockholders of
the
proposed amendment to the Certificate of Incorporation and approval of the
transaction contemplated by this Agreement (the “Company
Recommendation”),
and
the (b) the Company shall use commercially reasonable efforts to solicit the
Company Stockholder Approval. The Board of Directors of the Company shall be
permitted to (i) not recommend to the Company’s Stockholders that they give the
Company Stockholder Approval, or (ii) withdraw or modify in a manner materially
adverse to the Investors the Company Recommendation, only if the Board of
Directors by a majority vote determines in its good faith judgment (after
consultation with outside legal counsel) that it is necessary to withdraw or
modify the Company Recommendation to comply with its fiduciary duties under
applicable law.
10
5.4 Public
Announcements
.
The
parties shall consult with each other before issuing, and provide each other
a
reasonable opportunity to review and comment upon, any press release or public
statement with respect to this Agreement and the transactions contemplated
hereby and, except as may be required by applicable law, will not issue any
such
press release or make any such public statement prior to such
consultation.
5.5 Access
to Information; Notification of Certain Matters.
(a) From
the
date hereof to the Closing and subject to applicable law, the Company shall
(i)
give to each of the Investors, its counsel, financial advisors, auditors and
other authorized representatives reasonable access to the offices, properties,
books and records of the Company, and (ii) furnish or make available to each
of
the Investors, its counsel, financial advisors, auditors and other authorized
representatives such financial and operating data and other information as
such
Persons may reasonably request.
(b) Each
party hereto shall give notice to each other party hereto, as promptly as
practicable after the event giving rise to the requirement of such notice,
of:
(i) any
communication received by such party from, or given by such party to, any
Governmental Authority in connection with any of the transactions contemplated
hereby;
(ii) any
notice or other communication from any Person alleging that the consent of
such
Person is or may be required in connection with the transactions contemplated
by
this Agreement; and
(iii) any
actions, suits, claims, investigations or proceedings commenced or, to its
knowledge, threatened against, relating to or involving or otherwise affecting
such party or any of its Affiliates that, if pending on the date of this
Agreement, would have been required to have been disclosed, or that relate
to
the consummation of the transactions contemplated by this Agreement;
provided,
however,
that
the delivery of any notice pursuant to this Section 5.5(b) shall not limit
or
otherwise affect the remedies available hereunder to the party receiving such
notice.
5.6 Anti-Takeover
Provisions
.
The
Company’s Board of Directors will take such action as may be necessary to waive
the applicability of the provisions of GCL 203 to the transactions contemplated
by this Agreement.
5.7 Board
of Directors
.
The
Company agrees to set the size of its Board of Directors at five members,
appoint three designees of Xxxxxxx Xxxxx, M.D. to the Board at Closing and
obtain any necessary resignations from members of the Board so that immediately
after the Closing the Board of Directors shall consist of five members.
5.8 Interim
Operations of the Company
.
During
the period from the date of this Agreement to the Closing, the Company shall
conduct its business only in the ordinary course of business consistent with
past practice, except to the extent otherwise necessary to comply with the
provisions hereof and with applicable laws and regulations. Additionally, during
the period from the date of this Agreement to the Closing, except as required
hereby in connection with this Agreement, the Company shall not, without the
prior consent of a majority in interest of the Investors, (i) amend or otherwise
change its Certificate of Incorporation or Bylaws, (ii) issue, sell or authorize
for issuance or sale (including, but not limited to, by way of stock split
or
dividend), shares of any class of its securities or enter into any agreements
or
commitments of any character obligating it to issue such securities, other
than
in connection with the conversion of shares of preferred stock or the exercise
of outstanding warrants or outstanding stock options or bonuses granted to
directors, officers or employees of the Company prior to the date of this
Agreement; (iii) declare, set aside, make or pay any dividend or other
distribution (whether in cash, stock or property) with respect to its common
stock, (iv) redeem, purchase or otherwise acquire, directly or indirectly,
any
of its capital stock, (v) enter into any material contract or agreement or
material transaction or make any material capital expenditure other than those
relating to the transactions contemplated by this Agreement, (vi) create, incur,
assume, maintain or permit to exist any indebtedness except as otherwise
incurred in the ordinary course of business, consistent with past practice,
(vii) pay, discharge or satisfy claims or liabilities (absolute, accrued,
contingent or otherwise) other than in the ordinary course of business
consistent with past practice, (viii) cancel any material debts or waive any
material claims or rights, (ix) make any loans, advances or capital
contributions to, or investments in financial instruments of any Person, (x)
assume, guarantee, endorse or otherwise become responsible for the liabilities
or other commitments of any other Person, (xi) grant any increase in the
compensation payable or to become payable by the Company to any of its
employees, officers or directors or any increase in any bonus, insurance,
pension or other employee benefit plan, payment or arrangement made to, for
or
with any such employees, officers or directors, (xii) enter into any employment
contract or grant any severance or termination pay or make any such payment
with
or to any officer, director or employee of the Company, (xiii) alter in any
material way the manner of keeping the books, accounts or records of the Company
or the accounting practices therein reflected other than alterations or changes
required by GAAP or applicable law, (xiv) enter into any indemnification,
contribution or similar contract pursuant to which the Company may be required
to indemnify any other Person or make contributions to any other Person, (xv)
amend or terminate any existing contracts in any manner that would result in
any
material liability to the Company for or on account of such amendment or
termination or (xvi) or change any existing or adopt any new tax accounting
principle, method of accounting or tax election except as provided herein or
agreed to in writing by the Investors. Among other things, the Company agrees
to
take such actions as may be necessary to suspend the automatic grants of stock
options to directors.
11
5.9 Voting
Agreements.
Each
Investor hereby agrees that he will enter into the Investor Voting Agreement
and
will deliver the Agreement to the Company at or prior to the Closing.
Simultaneously with the execution of this Agreement, or within ten days thereof,
each director of the Company will enter into the Stockholder Voting Agreement.
The Company further agrees to use commercially reasonable efforts to have the
Stockholder Voting Agreements executed by each director of the Company and
each
holder of more than 5% of the issued and outstanding stock of the
Company.
SECTION
6. CONDITIONS.
6.1 Conditions
to the Obligations of Each Party.
The obligations of the Company and the Investors to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions:
(a) The
Company Stockholder Approval shall have been obtained;
(b) No
Governmental Authority of competent authority or jurisdiction shall have issued
any order, injunction or decree, or taken any other action, that is in effect
and restrains, enjoins or otherwise prohibits the consummation of the
transactions contemplated hereby; and
(c) The
parties shall have obtained or made all consents, approvals, actions, orders,
authorizations, registrations, declarations, announcements and filings
contemplated by this Agreement.
6.2 Conditions
to the Obligations of the Company.
The obligations of the Company to consummate the transactions contemplated
by
this Agreement are subject to the satisfaction of the following further
conditions:
12
(a) The
Investors shall have performed in all material respects all of their obligations
hereunder required to be performed by it at or prior to the
Closing;
(b) The
representations and warranties of each of the Investors contained in this
Agreement shall have been true and correct when made and at and as of the time
of the Closing as if made at and as of such time (except to the extent any
such
representation or warranty expressly speaks as of an earlier date, in which
case
it shall be true and correct as of such date);
(c) The
Company shall have received a certificate signed by each of the Investors to
the
foregoing effect; and
6.3 Conditions
to the Obligations of the Investors.
The obligations of the Investors to consummate the transactions contemplated
by
this Agreement are subject to the satisfaction of the following further
conditions:
(a) The
Company shall have performed in all material respects all of its obligations
hereunder required to be performed by it at or prior to the
Closing;
(b) The
representations and warranties of the Company contained in this Agreement shall
have been true and correct when made and at and as of the time of the Closing
as
if made at and as of such time (except to the extent any such representation
or
warranty expressly speaks as of an earlier date, in which case it shall be
true
and correct as of such date);
(c) The
Investors shall have received a certificate signed by the president or acting
president of the Company to the foregoing effect;and
SECTION
7. TERMINATION.
7.1 Termination.
This Agreement may be terminated at any time prior to the Closing by written
notice by the terminating party to the other party (except if such termination
is pursuant to Section 7.1(a)), whether before or after the Company Stockholder
Approval shall have been obtained:
(a) by
mutual
written agreement of the Investors and the Company;
(b) by
either
the Investors or the Company, if
(i) the
transactions contemplated by this Agreement shall not have been consummated
by
January 31, 2007 (the “End
Date”);
provided,
however,
that
the right to terminate this Agreement under this Section 7.1(b)(i) shall not
be
available to any party whose breach of any provision of or whose failure to
perform any obligation under this Agreement has been the cause of, or has
resulted in, the failure of the transactions to occur on or before the End
Date;
(ii) a
judgment, injunction, order or decree of any Governmental Authority having
competent jurisdiction enjoining the Company or the Investors from consummating
the transactions contemplated by this Agreement is entered and such judgment,
injunction, judgment or order shall have become final and nonappealable and,
prior to such termination, the parties shall have used their respective
commercially reasonable efforts to resist, resolve or lift, as applicable,
such
judgment, injunction, order or decree; provided, however, that the right to
terminate this Agreement under this Section 7.1(b)(ii) shall not be available
to
any party whose breach of any provision of or whose failure to perform any
obligation under this Agreement has been the cause of such judgment, injunction,
order or decree; or
13
(iii) at
the
Company Stockholders Meeting (including any adjournment or postponement
thereof), the Company Stockholder Approval shall not have been obtained;
or
(c) by
the
Company:
(i) if
a
breach of or failure to perform any representation, warranty, covenant or
agreement on the part of the Investors set forth in this Agreement shall have
occurred which would cause the conditions set forth in Sections 6.2(a) or 6.2(b)
not to be satisfied, and either such condition shall be incapable of being
satisfied by the End Date or such breach or failure to perform has not been
cured within 10 days after notice of such breach or failure to perform has
been
given by the Company to the Investors.
(d) by
the
Investors:
(i) if
a
breach of or failure to perform any representation, warranty, covenant or
agreement on the part of the Company set forth in this Agreement shall have
occurred which would cause the conditions set forth in Sections 6.3(a) or 6.3(b)
not to be satisfied, and either such condition is incapable of being satisfied
by the End Date or such breach or failure to perform has not been cured within
10 days after notice of such breach or failure to perform has been given by
the
Investors to the Company.
7.2 Effect
of Termination.
If
this Agreement is terminated pursuant to Section 7.1, except as set forth in
Section 7.3 below, there shall be no liability or obligation on the part of
the
Investors or the Company, or any of their respective officers, directors,
shareholders, agents or Affiliates, except that the provisions of this Section
7.2, Section 7.3 and Section 8 of this Agreement shall remain in full force
and
effect and survive any termination of this Agreement and except that,
notwithstanding anything to the contrary contained in this Agreement, neither
the Company nor the Investors shall be relieved of or released from any
liabilities or damages arising out of its material breach of or material failure
to perform its obligations under this Agreement.
7.3 Termination
Fee and Expenses.
(a) Whether
or not the transactions contemplated by this Agreement are consummated and
subject to Section 2.3 of this Agreement, all fees and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall
be
paid by the party incurring such expenses; provided, however, if any party
shall
terminate this Agreement pursuant to Section 7.1(b)(iii) due to the failure
to
obtain the Company Stockholder Approval and the Company shall have exercised
its
rights under Section 5.3 of this Agreement to (i) not recommend to the Company’s
Stockholders that they give the Company Stockholder Approval or (ii) withdraw
or
modify in a manner materially adverse to the Investors the Company
Recommendation, the Company shall pay the Investors an aggregate termination
fee
equal to $300,000, which shall be paid pro rata to the Investors, based on
that
portion of the aggregate purchase price to be paid for the Common Stock by
each
Investor, as set forth on Exhibit
A.
(b) Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not
be
required to pay a termination fee to the Investors if at the time of termination
of this Agreement one or more of the Investors are in material breach of this
Agreement or has (have) materially failed to perform its/their obligations
under
this Agreement and such breach or failure to perform would give rise to a right
on the part of the Company to terminate this Agreement pursuant to Section
7.1(c).
14
SECTION
8. MISCELLANEOUS.
8.1 Waivers
and Amendments.
This Agreement may be amended or modified in whole or in part only by a writing
which makes reference to this Agreement executed by the Investors and the
Company. The obligations of either party hereunder may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the party claimed to have given the waiver;
provided,
however,
that
any waiver by any party of any violation of, breach of, or default under any
provision of this Agreement or any other agreement provided for herein shall
not
be construed as, or constitute, a continuing waiver of such provision, or waiver
of any other violation of, breach of or default under any other provision of
this Agreement or any other agreement provided for herein.
8.2 Entire
Agreement.
This Agreement (together with the Schedules and the Exhibits hereto) and the
other agreements and instruments expressly provided for herein, together set
forth the entire understanding of the parties hereto and supersede in their
entirety all prior contracts, agreements, arrangements, communications,
discussions, representations, and warranties, whether oral or written, among
the
parties with respect to the subject matter hereof.
8.3 Governing
Law.
This Agreement shall in all respects be governed by and construed in accordance
with the internal substantive laws of the State of New York without giving
effect to the principles of conflicts of law thereof.
8.4 Notices.
Any notice, request or other communication required or permitted hereunder
shall
be in writing and be deemed to have been duly given (a) when personally
delivered or sent by facsimile transmission (the receipt of which is confirmed
in writing), (b) one Business Day after being sent by a nationally recognized
overnight courier service or (c) five Business Days after being sent by
registered or certified mail, return receipt requested, postage prepaid, to
the
parties at their respective addresses set forth below.
If
to the
Company: eXegenics
Inc.
0000
Xxxxxxxxx-Xxxxxx Xxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxx
X. Xxxxxxxxx, Chairman
Facsimile:
(000)
000-0000
with
a
copy to:
Xxxxxx
Beach PLLC
00
Xxxxxxx Xxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
If
to
Investors:
At
the
addresses set forth across from each Investor’s name on Exhibit
A
hereto.
with
a
copy to:
Xxxxxx
X.
Xxxxx, Esq.
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx,
Xxxxxxx 00000
Facsimile:
(000) 000-0000
15
Any
party
by written notice to the other may change the address or the persons to whom
notices or copies thereof shall be directed.
8.5 Counterparts;
Facsimile Signatures.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of which together will constitute
one
and the same instrument. Any facsimile copy of this Agreement will be deemed
an
original for all purposes.
8.6 Successors
and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns, except
that the Company may not assign or transfer its rights hereunder without the
prior written consent of the Investors.
8.7 Third
Parties.
Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any Person other than the parties hereto
and
their successors and assigns any rights or remedies under or by reason of this
Agreement.
8.8 Schedules.
The Schedules and Exhibit
A
attached
to this Agreement are incorporated herein and shall be part of this Agreement
for all purposes.
8.9 Headings.
The headings in this Agreement are solely for convenience of reference and
shall
not be given any effect in the construction or interpretation of this
Agreement.
8.10 Interpretation.
Whenever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa.
[Signature
Page Follows]
16
SIGNATURE
PAGE TO
BY
AND AMONG
EXEGENICS,
INC.
AND
THE
INVESTORS
IN
WITNESS WHEREOF, the Company and each of the Investors have executed this
Agreement as of the date first above written.
The
Company:
By:
/s/
Xxxx X. Xxxxxxxxx
Name:
Xxxx
X. Xxxxxxxxx
Title:
Chairman
The
Investors:
Frost
Gamma Investments Trust
By:
/s/
Xxxxxxx Xxxxx, M.D.
Xxxxxxx
Xxxxx, M.D., Sole Trustee
New
Valley, LLC
By:
/s/
Xxxxxx X. Xxxxxx
Xxxxxx
X.
Xxxxxx, Manager
By:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx, Manager
RFJM
Partners, LLC
By:
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, Managing Member
MZ
Trading LLC
By:
/s/ Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx, Manager
XXXXXX
FINANCIAL INC.
By:
/s/ Xxxxx X. Pettzantis
Xxxxx
X. Pettzantis, VP, CFO
ENCORE
ATLANTIC FUND, LLC
By:
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx
X. Xxxxxxxxxx, Managing Member
/s/
Xxxxxx X. XxXxxx
/s/
Xxxxx XxXxxx
/s/
Xxxxxx Xxxxxx
/s/
Xxxx Xxxxxxxxxx
/s/
Xxxxxxxx X. Xxxx
/s/
Xxxxx X. Xxxx
17
EXHIBIT
A
SCHEDULE
OF PURCHASERS
|
Name,
Address
and
State of Residence
|
Number
of Shares of Common Stock
to
be Purchased
|
Aggregate
Purchase
Price
for Shares
|
||
|
Frost
Gamma Investments Trust
0000
Xxxxxxxx Xxxx, Xxxxx Xxxxxxx 00000
Attn:
Xxxxxxx Xxxxx, M.D., Sole Trustee
Fax:
(000) 000-0000
|
15490546
|
$6,863,000.00
|
||
|
New
Valley LLC
000
X.X. Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxx, Xxxxxxx 00000
Attn:
Xxxxxxx X. Xxxxxx, Manager
Attn:
Xxxxxx Xxxxxx, Manager
Fax:
(000) 000-0000
|
2,257,110
|
$1,000,000.00
|
||
|
RFJM
LLC
000
0xx
Xxxxxx, Xxxxx 000
Xxx
Xxxx, Xxx Xxxx 00000
Attn:
Xxxxxxx Xxxxxxxx
Fax:
(000) 000-0000
|
225711
|
$100,000
|
||
|
MZ
Trading LLC
000
Xxxxxxxx Xx.
Xxx
Xxx Xxxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
Fax:
(000) 000-0000
|
112,856
|
$50,000
|
||
|
Xxxxxx
and Xxxxx XxXxxx
0
Xxxxx Xxxxx Xxxx
Xxxxxx,
Xxx Xxxxxx 00000
Fax:
(000) 000-0000
|
282,139
|
$125,000
|
||
|
Xxxxxx
Financial Inc.
00
Xxxxxxx Xxxx
Xxx
Xxxxxx, XX 00000
Fax:
(000) 000-0000
|
112,856
|
$50,000
|
||
|
Xx.
Xxxxx X. Xxxx
00
Xxxxxx Xxxxx, Xxx 000
Xxx
Xxxxxx, XX 00000
Fax:
(000) 000-0000
|
282,139
|
$125,000
|
||
|
Xx.
Xxxxxx Xxxxxxxxxx
000
Xxxxx Xxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
|
112,856
|
$50,000
|
||
|
Xx.
Xxxxxx Xxxxxx
0000
Xxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Fax:
(000) 000-0000
|
112,856
|
$50,000
|
||
|
Encore
Atlantic LLC
000
Xxxxx Xxxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attn:
Xxxxxxx Xxxxxxxxxx
Fax:
(000) 000-0000
|
451,422
|
$200,000
|
18
