DUALSTAR TECHNOLOGIES CORPORATION
REGISTRATION RIGHTS AGREEMENT
-----------------------------
November 8, 0000
XXXX Warrant Co., LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Technology Investors Group, L.L.C.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Gentlemen:
DualStar Technologies Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell to Xxxxxxxxx, L.L.C. ("Xxxxxxxxx"), and
Xxxxxxxxx proposes to purchase and accept from the Company, upon the terms set
forth in the Securities Purchase Agreement of even date herewith (the "Purchase
Agreement"), an amended and restated promissory note (the "Note") in an
aggregate principal amount of up to $20,000,000 (subject to the satisfaction of
the terms and conditions set forth in the Purchase Agreement), and in connection
therewith, Madeleine's affiliate DSTR Warrant Co., LLC (the "Investor") will
receive certain Class E Warrants of the Company (the "Warrants") which are
exercisable for shares of Common Stock, par value $.01 per share (the "Warrant
Shares"), at the option of the Investor at any time following the date of
original issuance of the Warrants at the exercise price set forth in the
Warrants, as adjusted from time to time pursuant to the terms and conditions of
the Warrants. In addition, it is contemplated that, pursuant to a Strategic
Alliance Agreement or otherwise, the Investor and/or its affiliates may receive
additional shares of Common Stock, par value $.01 per share (or warrants or
other rights exercisable for or convertible into additional shares of such
Common Stock) in exchange for granting certain access rights to the Company or
its affiliates (the "Access Rights Shares" and, together with the Warrants and
the Warrant Shares, the "Securities"). In addition, Technology Investor Group,
Inc. ("TIG") holds certain shares of Common Stock of the Company and may also
acquire Warrant Shares from the Company (collectively, "TIG Shares"). As an
inducement to the Investor and TIG to consummate the transactions contemplated
by the Securities Purchase Agreement, the Company agrees with the Investor and
TIG, as follows:
1. Resale Shelf Registration. (a) The Company shall, at its cost, use
its reasonable best efforts to file as promptly as is reasonably practicable
after the Company meets the prerequisites to utilize a Form S-3 under the
Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange
Commission (the "Commission") and thereafter shall use its reasonable best
efforts to cause to be declared effective a registration statement (the "Resale
Shelf Registration Statement") on a Form S-3 relating to the offer and sale of
the Transfer Restricted Securities (as defined in Section 9) by the Investor or
its transferees (or in the case of Access Rights Shares, its affiliates) or TIG
from time to time in accordance with the methods of distribution set forth in
the Resale Shelf Registration Statement and Rule 415 under the Act (hereinafter,
the "Resale Shelf Registration").
(b) The Company shall use its reasonable best efforts to keep the
Resale Shelf Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the Investor or its
transferees (or, in the case of Access Rights Shares, its affiliates) or TIG for
a period of two years from the date of its effectiveness or such shorter period
that will terminate when all the Warrant Shares, Access Rights Shares and TIG
Shares covered by the Resale Shelf Registration Statement (i) have been sold
pursuant thereto or (ii) are no longer Transfer Restricted Securities (in any
such case, such period being called the "Shelf Registration Period"). The
Company shall be deemed not to have used its reasonable best efforts to keep the
Resale Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action (except in connection with a Blackout Period) that
would result in the Investor or its transferees (or, in the case of Access
Rights Shares, its affiliates) or TIG holding Warrant Shares, Access Rights
Shares or TIG Shares covered thereby not being able to offer and sell such
shares during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Resale Shelf Registration Statement and
the related prospectus and any amendment or supplement thereto, as of the
effective date of the Resale Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Act and the rules and regulations of the Commission and (ii)
not to contain any untrue statement of a material fact or omit 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.
(d) Each of the Investor and TIG agrees that if it wishes to sell its
Warrant Shares, or to permit a transferee or affiliate to sell its Warrant
Shares or its Access Rights Shares (as the case may be), pursuant to a Resale
Shelf Registration Statement and related prospectus, such sales will be made in
accordance with this Section 1(d). The person wishing to sell Warrant Shares or
Access Rights Shares or TIG Shares pursuant to a Resale Shelf Registration
Statement and related prospectus agrees to complete and return a customary
Notice and Questionnaire in such reasonable form as may be delivered by the
Company to the Investor or TIG prior to any intended distribution of Warrant
Shares, Access Rights Shares or TIG Shares under the Resale
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Shelf Registration Statement. From and after the date the Resale Shelf
Registration Statement is declared effective, the Company shall, as promptly as
is reasonably practicable after the date a Notice and Questionnaire is returned
by a selling person, and in any event within fifteen (15) business days after
such date, (i) if required by applicable law, file with the Commission a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the person delivering such Notice and
Questionnaire is named as a selling securityholder in the Resale Shelf
Registration Statement and the related prospectus in such a manner as to permit
such person to deliver such prospectus to purchasers of the Warrant Shares,
Access Rights Shares or TIG Shares in accordance with applicable law and, if the
Company shall file a post-effective amendment to the Resale Shelf Registration
Statement, use commercially reasonable efforts to cause such post-effective
amendment to be declared effective under the Act as promptly as is practicable,
but in any event by the date that is sixty (60) days after the date such
post-effective amendment is required by this clause to be filed; (ii) provide
such selling person copies of any documents filed pursuant to Section 1(d)(i);
and (iii) notify the such selling person as promptly as is reasonably
practicable after the effectiveness under the Act of any post- effective
amendment filed pursuant to Section 1(d)(i); provided, that if such Notice and
Questionnaire is delivered during a period in which the use of the prospectus is
suspended pursuant to Section 3(e) or during a Blackout Period (as defined in
Section 9), the Company shall so inform the person delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the suspension period or Blackout Period.
Notwithstanding anything contained herein to the contrary, the Company shall be
under no obligation to name any person if such person has not supplied the
requisite information required by Section 1(d) as a selling securityholder in
any Registration Statement or related prospectus; provided, however, that if
such person has subsequently supplied the requisite information required by this
Section 1(d) pursuant to the provisions of this Section (whether or not the
Investor or TIG has supplied the requisite information required by this Section
1(d) at the time the Resale Shelf Registration Statement was declared effective)
such person will be named as a selling securityholder in the Resale Shelf
Registration Statement or related prospectus in accordance with the requirements
of this Section 1(d).
2. Demand and Piggyback Registration.
(a) Subject to Section 2(b), the Investor may, at any time, make a
written request (the "Demand Notice") for registration under the Act (a "Demand
Registration") of Warrant Shares or Access Rights Shares (such securities are
sometimes herein referred to as "Demand Securities"), subject to Blackout
Periods of up to 90 days in any period of twelve consecutive months. The Demand
Notice will specify the number of Demand Securities proposed to be sold by the
Investor and will also specify the intended method or methods of disposition
thereof. Following receipt of a Demand Notice, the Company will, as promptly as
is reasonably practicable, file a registration statement, and the related
prospectus (the "Demand Registration Statement" and, together with the Shelf
Registration Statement, the "Registration Statement") on any appropriate
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form which will cover the Demand Securities that the Company has been so
requested to register by the Investor and use its reasonable efforts to cause
such Registration Statement to become effective.
(b) The Company will not be required to effect more than two such
Demand Registrations from the Investor. However, (i) the Investor may make an
unlimited number of Demand Registrations for offerings registered on Form S-3,
subject to Blackout Periods of up to 90 days in any period of twelve consecutive
months; and (ii) the Investor will have unlimited piggyback registration rights
in all (x) primary offerings of securities, and (y) secondary offerings of
securities; provided, however, that in each primary or secondary offering,
underwriting cutbacks shall be borne ratably by all stockholders requesting
piggyback registration, in proportion to the respective amounts each has
requested to register. The Company will not grant to future investors
registration rights that are superior to or limit the Investor's registration
rights granted herein.
A registration requested pursuant to this Section 2(b) will not be
deemed to have been effected (and it will not count as one of the Demand
Registrations) unless the Demand Registration Statement relating thereto has
become effective under the Act and the Investor (together with its transferees
or affiliates, as applicable) has been offered the reasonable opportunity to
sell its Demand Securities under the Demand Registration Statement; provided,
however, that if, after such Demand Registration Statement has become effective,
the offering of the Demand Securities pursuant to such registration is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court, such registration will be
deemed not to have been effected.
(c) If the offering of Demand Securities pursuant to such registration
will be in the form of an underwritten offering, and if the managing underwriter
or underwriters of such offering advise the Company and the Investor that in
their view the number of Demand Securities requested to be included in such
offering may materially and adversely affect the success of such offering, the
Company will include in such registration the aggregate number of Demand
Securities which in the view of such managing underwriter or underwriters can be
sold without any such material adverse effect. If any Demand Securities are
required to be excluded pursuant to this Section 2, the number of Demand
Securities to be included in such registration will be reduced to the extent
necessary to reduce the total number of Demand Securities to be included in the
offering to the number recommended by such managing underwriter or underwriters.
3. Registration Procedures. With respect to a Resale Shelf Registration
or to a Demand Registration, as applicable, the Company will, subject to
Sections 1 and 2, as promptly as is reasonably practicable:
(a) prepare and file with the Commission such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for the period described in Section
1(b) for Resale Shelf Registration or for Demand Registration for a period of
not less than 160 days (or such shorter period which will terminate when all
Demand Securities covered by a Demand
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Registration Statement have been sold or withdrawn, but not prior to the
expiration of the forty-day period referred to in Section 4(3) of the Act and
Rule 174 thereunder, if applicable); cause the prospectus to be supplemented by
any required prospectus supplement; and cause such supplement to be filed
pursuant to the Act and any regulations promulgated thereunder;
(b) furnish to the Investor, TIG and the underwriter or underwriters,
if any, without charge, at least one copy of the Registration Statement and any
post-effective amendment thereto, upon request, and such number of conformed
copies thereof and such number of copies of the prospectus (including the
preliminary prospectus) and any amendments or supplements thereto, and any
document incorporated by reference therein, as the Investor, TIG or underwriter
may reasonably request in order to facilitate the disposition of the Warrant
Shares, Access Rights Shares and/or TIG Shares being sold thereunder (it being
understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto by the Investor covered by the Registration
Statement and the underwriter or underwriters, if any, in connection with the
offering and sale of the Warrant Shares, Access Rights Shares and/or TIG Shares,
covered by the prospectus or any amendment or supplement thereto);
(c) notify the Investor (and its transferees or affiliates, to the
extent they have included shares in a Registration Statement), and TIG, at any
time when a prospectus relating thereto is required to be delivered under the
Act, when the Company becomes aware of the happening of any event as a result of
which the prospectus included in such Registration Statement (as then in effect)
contains any untrue statement of a material fact or omits to state a material
fact necessary to be stated therein in order to make the statements, in light of
the circumstances under which they were made, not misleading and, as promptly as
is reasonably practicable thereafter, prepare and file with the Commission and
furnish a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Warrant Shares, Access Rights Shares and/or
TIG Shares, such prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements,
in light of the circumstances under which they were made, not misleading;
(d) make generally available to its security holders an earnings
statement satisfying the provisions of Section 11(a) of the Act and the
regulations promulgated thereunder after the end of the twelve-month period
beginning with the first month of the Company's first fiscal quarter commencing
after the effective date of the Registration Statement, which statement shall
cover said twelve-month period; and
(e) use commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement.
(f) The Investor and TIG, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(c), will
forthwith discontinue (and, if applicable, cause its transferees or affiliates
to discontinue) disposition of the Warrant Shares, Access Rights Shares and/or
TIG Shares until its receipt of the copies of the supplemented or amended
prospectus contemplated by
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Section 3(c) or until it is advised in writing (the "Advice") by the Company
that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are included or incorporated by
reference in the prospectus, and, if so directed by the Company, such holder
will, or will request the managing underwriter or underwriters, if any, to
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such holder's possession, of the prospectus
covering such Warrant Shares, Access Rights Shares and/or TIG Shares current at
the time of receipt of such notice. In the event the Company shall give any such
notice, the time periods mentioned in Section 3(a) shall be extended by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Investor shall have received the
copies of the supplemented or amended prospectus contemplated by Section 3(c) or
the Advice.
4. Restrictions on Sale. The Investor and TIG, if requested by the
managing underwriter or underwriters of any underwritten registration hereunder,
agrees not to effect any sale or distribution of the Note, the Warrants or the
Warrant Shares under the Act during the five (5) business days prior to and
during the 90 day period beginning on the effective date of such registration
(except as part of such registration); provided, that the foregoing restrictions
shall apply only if all executive officers, directors and beneficial owners of
more than 5% of the Common Stock outstanding (on a fully-diluted basis) shall
agree to equivalent or more onerous restrictions; provided, further, that the
managing underwriters shall agree not to waive such restrictions in favor of any
other holder of Common Stock without giving the Investor (and its transferees,
it applicable) the opportunity to have such restrictions waived in respect of a
proportionate amount of its (or their) Warrant Shares.
5. Registration Expenses. The Company will bear all of the costs and
expenses of each registration hereunder, including the fees and expenses of
counsel and accountants for the Company, and all other costs and expenses of the
Company incident to the preparation, printing and filing under the Act of the
Registration Statement (and all amendments and supplements thereto) and
furnishing copies thereof and of the prospectus included therein, the costs and
expenses incurred by the Company in connection with the qualification of the
Warrant Shares or Access Rights Shares under the state securities or "blue-sky"
laws of various jurisdictions and the fees and expenses of a single counsel for
the holders of the Warrant Shares or Access Rights Shares; provided, that the
Company will not bear costs and expenses of any holders of Securities for
underwriters' commissions, brokerage fees, transfer taxes, transaction fees, or
the fees and expenses of accountants or other representatives retained by any
holder.
6. Indemnification.
(a) Indemnification by the Company. The Company agrees to indemnify and
hold harmless the Investor and any affiliate or transferee thereof holding the
Warrant Shares or Access Rights Shares, TIG, their respective officers and
directors and each person who controls any of them within the meaning of either
the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue
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statement of a material fact contained in any Registration Statement, prospectus
or preliminary prospectus or any omission or alleged omission to state a
material fact in order to make the statements (in the case of the prospectus or
any preliminary prospectus, in light of the circumstances under which they were
made) not misleading, except insofar as the same are caused by or contained in
any information with respect to the Investor or TIG, as the case may be,
furnished in writing to the Company by or on behalf of the Investor or TIG, as
the case may be, for use therein or by the Investor's or TIG's failure to
deliver a copy of the Registration Statement or prospectus or any amendments or
supplements thereto after the Company has furnished the Investor with a
sufficient number of copies of the same.
(b) Indemnification by the Investor and TIG. In connection with any
Registration Statement in which the Investor or TIG is participating, the
Investor or TIG, as the case may be, will furnish to the Company in writing such
information with respect to the Investor or TIG, as the case may be, as the
Company reasonably requests for use in connection with any Registration
Statement or prospectus and agrees to indemnify, to the full extent permitted by
law, the Company, its directors and officers and each person who controls the
Company (within the meaning of either the Act or the Exchange Act) against any
losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of a material fact or any omission or alleged omission
to state a material fact in order to make the statements in the Registration
Statement or prospectus or preliminary prospectus (in the case of the prospectus
or any preliminary prospectus, in light of the circumstances under which they
were made) not misleading, to the extent that such untrue statement or omission
is contained in any information or affidavit with respect to the Investor or TIG
so furnished in writing by or on behalf of such person for inclusion in any
prospectus or Registration Statement. The Company will be entitled to receive
indemnification in customary form from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
with respect to such persons so furnished in writing by such persons
specifically for inclusion in any prospectus or Registration Statement.
(c) Conduct of Indemnification Proceedings. Promptly after receipt by
an indemnified party under this Section 6 of notice of the commencement of any
action or proceeding (including a governmental investigation), such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 6, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party except if and to the extent that such failure materially prejudiced the
indemnifying party. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnified party), and after notice from the
indemnifying party to such
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indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party will, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action. An indemnifying party will not be liable for any settlement of
any action or claim effected without its written consent; provided, however,
that such consent will not be unreasonably withheld.
(d) Contribution. If for any reason the indemnification provided for in
Sections 6(a) and 6(b), respectively, is unavailable to an indemnified party,
then the indemnifying party will contribute to the amount paid or payable by the
indemnified party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative fault of the indemnified
party and the indemnifying party, as well as any other relevant equitable
consideration. The relative fault of such indemnifying party and indemnified
parties will be determined by reference to, among other things, whether any
action in question, including any untrue and alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above will be deemed to include, subject to the
limitations set forth in Section 6(c), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of the Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
7. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers of or consents to departures from the provisions hereof may not be
given without the written agreement thereto by the parties hereto.
8. Termination. This Agreement will continue in full force and effect
until there are no Transfer Restricted Securities outstanding.
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9. Miscellaneous.
(a) Certain Definitions.
"Blackout Period" means a period of time in which the Company is in
possession of material non-public information which, in its exercise of
reasonable judgment, the Company deems advisable not to disclose publicly;
provided, however, that any such Blackout Periods shall not exceed in the
aggregate 90 days in any consecutive 360 day period.
"Transfer Restricted Securities" means each Conversion Share, Access
Rights Share or TIG Share until (i) the date on which such share has been
effectively registered under the Act and disposed of in accordance with a
Registration Statement or (ii) the date on which such share is distributed to
the public pursuant to Rule 144 under the Act or is sold pursuant to Rule 144(k)
under the Act.
(b) Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of New York.
(c) Captions. The Section captions used herein are for reference
purposes only, and shall not in any way affect the meaning or interpretation of
this Agreement.
(d) Publicity. None of the parties hereto will issue any press release
or make any other public statement, in each case relating to or connected with
or arising out of this Agreement or the matters contained herein, without
obtaining the prior approval of the other parties to the contents and the manner
of presentation and publication thereof, except such reports or other notices
that the party issuing or making same has been advised by counsel are required
pursuant to applicable law or regulation.
(e) Notices. All notices and other communications provided for or
permitted hereunder will be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:
(1) if to the Company:
DualStar Technologies Corporation
Xxx Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax No.:
Attention:
with a copy to:
Xxxxxxx & Xxxxx L.L.P.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
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Fax No.: (000) 000-0000
Attention: Xxxx Xxxxxxxxxxx
(2) if to the Investor:
DSTR Warrant Co., LLC
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: 000-000-0000
Attention: Xxxx Xxxxxxxx
with a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: 000-000-0000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
(3) if to TIG:
Technology Investors Group, L.L.C.
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Fax No.: 000-000-0000
Attention: [NAME]
with a copy to:
[NAME]
All such notices and communications will be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.
(f) Parties in Interest. This Agreement will not be assignable or
transferable by any of the parties hereto, except that the rights of the
Investor hereunder may be transferred to any person in connection with the sale,
assignment or other transfer of any of its Securities in a private transaction.
(g) Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together will constitute one instrument.
(h) Entire Agreement. This Agreement, including the other documents
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and
therein. This
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Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its officer thereunto duly authorized as of the day
and year first above written.
DUALSTAR TECHNOLOGIES CORPORATION
By:
--------------------------------
Name:
Title:
DSTR WARRANT CO., LLC
By:
--------------------------------
Name:
Title:
TECHONOLOGY INVESTOR GROUP, INC.
By:
--------------------------------
Name:
Title:
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