INTERWEST ESCROW AGREEMENT
THIS ESCROW AGREEMENT is entered into as of June 6, 2003 (the "Closing Date"),
by and among: SURFNET MEDIA GROUP, INC., a Delaware corporation ("Parent"); the
Shareholder Representative (the "Shareholder Representative") of the former
shareholders of the SURFNET MEDIA GROUP, INC., an Arizona corporation (the
"Company"); and INTERWEST TRANSFER CO., INC. (the "Escrow Agent").
RECITALS
A. Parent (formerly InnerSpace Corporation), SurfNet Media Group, Inc., an
Arizona corporation, a wholly owned subsidiary of Parent ("Merger Sub") and
the Company, have entered into an Agreement and Plan of Merger dated as of
May 23, 2003 (the "Merger Agreement"), pursuant to which Merger Sub has
merged with and into the Company in a transaction in which issued and
outstanding capital stock of the Company will be exchanged for shares of
Common Stock, $.0001 par value, of Parent ("Parent Common Stock").
B. The Merger Agreement contemplates the establishment of an escrow
arrangement to secure the indemnification and other obligations of the
Company under the Merger Agreement and various related agreements.
AGREEMENT
The parties to this Escrow Agreement, intending to be legally bound, agree as
follows:
SECTION 1. DEFINED TERMS; CONFLICTS
Capitalized terms used and not otherwise defined in this Escrow Agreement shall
have the meanings assigned to them in the Merger Agreement. In the event of a
conflict between the provisions of this Escrow Agreement and the Merger
Agreement, the provisions of the Merger Agreement shall control.
SECTION 2. CONSENT OF THE SHAREHOLDERS OF THE COMPANY
By virtue of the approval by the shareholders of the Company of the Articles of
Merger, the shareholders of the Company receiving shares of Parent Common Stock
in the Merger (the "Shareholders") have, without any further act of any such
Shareholder, consented to (i) the establishment of an escrow (the "Escrow")
pursuant to this Agreement to secure the indemnification obligations of the
Company under Section 9 of the Merger Agreement, (ii) the appointment of the
Shareholder Representative as Shareholder Representative for the Shareholders in
all respects as set forth in Section 2 of the Merger Agreement, (iii) the taking
by the Shareholder Representative of any and all actions, including the
execution by the Shareholder Representative of any and all agreements,
instruments or other documents, and (iv) all of the other terms and conditions
of this Agreement.
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SECTION 3. ESCROW
3.1 SHARES AND STOCK POWERS TO BE PLACED IN ESCROW. Parent shall issue
certificates for the aggregate number of shares of Parent Common Stock
issuable by Parent in the Merger pursuant to Section 2.2(c) of the Merger
Agreement (the "Escrow Shares") in book entry form evidencing the shares of
Parent Common Stock to be held in escrow in accordance with this Escrow
Agreement. The Escrow Shares shall be held by the Escrow Agent in the
Escrow in accordance with the provisions of this Escrow Agreement and shall
not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of any party hereto or the Shareholders.
All such shares shall be deemed Escrow Shares, and the persons with rights
in respect of such Escrow Shares shall be deemed Shareholders, for all
purposes hereunder.
3.2 INDEMNIFICATION. The Company has agreed in Section 9 of the Merger
Agreement that each of the indemnified parties shall be held harmless and
indemnified from and against, and shall be compensated and reimbursed for,
any Losses incurred as set forth in Section 9 of the Merger Agreement. The
Shareholder Representative on behalf of the Shareholders, expressly agrees
that the Escrow Shares (i) shall be security for such indemnity obligation,
subject to the limitations and in the manner provided for in this Agreement
and (ii) are subject to release to Parent or other indemnified parties upon
the terms set forth herein.
3.3 VOTING OF SHARES. The Shareholders shall be entitled to vote their
respective proportionate amount of Escrow Shares set forth on Exhibit A.
Parent shall give the Shareholder Representative at least as much notice of
meetings of shareholders as it gives its shareholders generally. The
Shareholder Representative shall promptly inform each Shareholder of each
such meeting and of the matters to be considered at such meeting. The
Shareholder Representative shall, in accordance with the instructions
received from the Shareholders, direct the Escrow Agent in writing as to
the exercise of voting rights pertaining to the Escrow Shares as to which
such voting instructions have been received, and the Escrow Agent shall
comply with any such written instructions. In the absence of such
instructions, the Escrow Agent shall not vote any of the Escrow Shares. The
Shareholder Representative shall have no obligation to solicit consents or
proxies from the Shareholders for purposes of any such vote.
3.4 DIVIDENDS, ETC. Any cash, securities or other property distributable
(whether by way of dividend, stock split or otherwise) in respect of or in
exchange for any Escrow Shares shall not be distributed to the Shareholder
Representative or the Shareholders, but rather shall be deposited by Parent
with the Escrow Agent to be held in the Escrow. At the time any Escrow
Shares are required to be released from the Escrow to any person pursuant
to this Escrow Agreement, any cash, securities or other property previously
distributed in respect of or in exchange for such Escrow Shares shall be
released from the Escrow to such person.
3.5 TRANSFERABILITY. The interests of the Shareholder Representative and the
Shareholders in the Escrow and in the Escrow Shares shall not be assignable
or transferable, other than by operation of law. No transfer of any of such
interests by operation of law shall be recognized or given effect until
Parent shall have received written notice of such transfer.
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3.6 FRACTIONAL SHARES. No fractional shares of Parent Common Stock shall be
retained in or released from the Escrow pursuant to this Escrow Agreement.
In connection with any release of Escrow Shares from the Escrow, any
Shareholder who would otherwise be entitled to receive a fraction of a
share of Parent Common Stock (after aggregating all fractional shares of
Parent Common Stock issuable to such shareholder) shall be paid by Parent
in cash the dollar amount (rounded to the nearest whole cent), without
interest, determined by multiplying such fraction by the Designated Parent
Stock Price, and such fraction of a share shall be returned to Parent.
SECTION 4. CLAIM PROCEDURES
4.1 CLAIM NOTICE. If any indemnified party determines in good faith that there
is or has been a possible breach by the Company of any representation,
warranty, covenant or other provision set forth in the Merger Agreement or
other event giving rise to an indemnification obligation under Section 9 of
the Merger Agreement (collectively, an "Indemnification Event"), and such
indemnified party wishes to make a claim against the Escrow with respect to
such possible Indemnification Event, then such indemnified party may
deliver to each of the Shareholder Representative and the Escrow Agent a
written notice of such possible Indemnification Event (a "Claim Notice")
setting forth (i) a brief description of the circumstances supporting such
indemnified party's belief that such possible Indemnification Event exists
or has occurred, and (ii) a non-binding, preliminary estimate of the
aggregate dollar amount of all Losses that have arisen and may arise as a
direct or indirect result of such possible Indemnification Event (such
aggregate amount being referred to as the "Claim Amount"). Notwithstanding
the foregoing, pursuant to Section 9.3 of the Merger Agreement, the
indemnified parties shall not be entitled to receive any Claim Amount until
the aggregate Losses for which the indemnified parties would otherwise be
entitled to receive indemnification exceeds $25,000. In all respects, the
provisions of this Agreement shall be subject to the terms of Article 9 of
the Merger Agreement.
4.2 RESPONSE NOTICE. Within 15 days after the delivery of a Claim Notice to the
Shareholder Representative, the Shareholder Representative shall deliver to
the Escrow Agent (with a copy to Parent) a written notice (the "Response
Notice") containing: (i) instructions to the effect that Escrow Shares
having a Fair Market Value (as defined in Section 6) equal to the entire
Claim Amount set forth in such Claim Notice are to be released from the
Escrow to such indemnified party; OR (ii) instructions to the effect that
Escrow Shares having a Fair Market Value equal to a specified portion (but
not the entire amount) of the Claim Amount set forth in such Claim Notice
are to be released from the Escrow to such indemnified party, together with
a statement that the remaining portion of such Claim Amount is being
disputed; OR (iii) a statement that the entire Claim Amount set forth in
such Claim Notice is being disputed. If no Response Notice is received by
the Escrow Agent from the Shareholder Representative within 30 days after
the delivery of a Claim Notice to the Shareholder Representative, then the
Shareholder Representative shall be deemed to have given instructions to
the Escrow Agent that Escrow Shares having a Fair Market Value equal to the
entire Claim Amount set forth in such Claim Notice are to be released to
such indemnified party from the Escrow.
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4.3 RELEASE OF ESCROW SHARES TO INDEMNIFIED PARTIES.
(a) If the Shareholder Representative gives (or is deemed to have given)
instructions that Escrow Shares having a Fair Market Value equal to
the entire Claim Amount set forth in a Claim Notice are to be released
from the Escrow to an indemnified party, then the Escrow Agent shall
be authorized to transfer to such indemnified party, from the Escrow,
Escrow Shares having a Fair Market Value equal to such Claim Amount.
(b) If a Response Notice delivered by the Shareholder Representative in
response to a Claim Notice contains instructions to the effect that
Escrow Shares having a Fair Market Value equal to a specified portion
(but not the entire amount) of the Claim Amount set forth in such
Claim Notice are to be released from the Escrow to an indemnified
party, then (i) the Escrow Agent shall be authorized to transfer to
such indemnified party, from the Escrow, Escrow Shares having a Fair
Market Value equal to such specified portion of such Claim Amount, and
(ii) the procedures set forth in Section 4.3(c) shall be followed with
respect to the remaining portion of such Claim Amount.
(c) If a Response Notice delivered by the Shareholder Representative in
response to a Claim Notice contains a statement that all or a portion
of the Claim Amount set forth in such Claim Notice is being disputed
(such Claim Amount or the disputed portion thereof being referred to
as the "Disputed Amount"), then, notwithstanding anything contained in
Section 5, the Escrow Agent shall continue to hold in the Escrow (in
addition to any other Escrow Shares permitted to be retained in the
Escrow, whether in connection with any other dispute or otherwise),
Escrow Shares having a Fair Market Value equal to 125% of the Disputed
Amount. Such Escrow Shares shall continue to be held in the Escrow
until such time as (i) the applicable indemnified party and the
Shareholder Representative execute a settlement agreement containing
instructions regarding the release of such shares, or (ii) the Escrow
Agent receives a copy of a court order containing instructions to the
Escrow Agent regarding the release of such Escrow Shares. The Escrow
Agent shall thereupon release such Escrow Shares from the Escrow in
accordance with the instructions set forth in such settlement
agreement or court order. (The parties acknowledge that it is
appropriate to retain more than 100% of the Claim Amount in the Escrow
in recognition of the fact that the indemnified party may have
underestimated the aggregate amount of the actual and potential Losses
arising from a particular Indemnification Event, and to cover interest
on such Claim Amount in accordance with Section 9 of the Merger
Agreement.)
SECTION 5. RELEASE OF SHARES TO SHAREHOLDERS
5.1 SHARES TO BE RELEASED. On the date 12 months after the Closing Date (the
"Scheduled Escrow Termination Date"), the Escrow Agent shall release to the
Shareholders from the Escrow all Escrow Shares then held in the Escrow,
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other than any Escrow Shares that are to be retained in the Escrow in
accordance with Section 4.3(c). From and after the Scheduled Escrow
Termination Date and upon the resolution of a dispute (and the release of
Escrow Shares to indemnified parties in respect of such dispute, if any) in
accordance with Section 4.3(c), Parent shall release to the Shareholders
any Escrow Shares remaining in the Escrow in respect of such dispute.
5.2 PROCEDURES FOR RELEASING SHARES.
(a) In the event that the Escrow Agent is to release Escrow Shares to the
Shareholders in accordance with Section 5.1, the Escrow Agent shall be
authorized to transfer to each Shareholder, and shall so transfer and
release to each Shareholder, such number of Escrow Shares, subject to
Section 3.6, as shall equal the total number of Escrow Shares to be so
transferred and released multiplied by the fraction (i) having a
numerator equal to the number of shares of Parent Common Stock set
forth opposite such Shareholder's name on Exhibit A hereto and (ii)
having a denominator equal to the total number of Escrow Shares listed
on Exhibit A.
(b) Mailing a stock certificate to the Shareholders certified mail, return
receipt requested, may effect any release of shares to the
Shareholders pursuant to Section 5.1.
SECTION 6. VALUATION OF SHARES HELD IN ESCROW
For purposes of this Escrow Agreement, the "Fair Market Value" of the Escrow
Shares shall be deemed to be equal to the number of Escrow Shares multiplied by
the average closing price per share as quoted on the OTCBB, the BBX, NASDAQ or
any U.S. exchange upon which the Shares are traded for the 30 trading days
preceding the Claim Notice discounted by 50% (adjusted as appropriate to reflect
any stock split, reverse stock split, stock dividend or similar transaction
effected by Parent after the Closing Date).
SECTION 7. FEES AND EXPENSES
7.1 ESCROW AGENT FEES AND EXPENSES. Upon execution of this Escrow Agreement and
initial deposit of the Escrow Shares, an acceptance fee in accordance with
the Escrow Agent's fee schedules in effect from time to time will be
payable to the Escrow Agent. This acceptance fee will cover the first year
of the Escrow. Thereafter, an annual administrative fee will be payable in
accordance with the Escrow Agent's fee schedules in effect from time to
time. The Escrow Agent will also be entitled to reimbursement for
extraordinary expenses incurred in performance of its duties hereunder,
including attorneys' fees.
7.2 PAYMENT OF ESCROW AGENT. Parent shall pay the fees and expenses of the
Escrow Agent for the services to be rendered by the Escrow Agent hereunder.
7.3 SHAREHOLDER REPRESENTATIVE'S FEES AND EXPENSES. All reasonable expenses
(including attorneys' fees) incurred by the Shareholder Representative in
connection with the performance of his duties hereunder shall be reimbursed
to the Shareholder Representative by the Shareholders. Parent shall not be
obligated to reimburse the Shareholder Representative for any fees charged
5
or expenses (including attorneys' fees) incurred by the Shareholder
Representative in connection with the Shareholder Representative's
performance of his duties hereunder. The Shareholder Representative hereby
agrees that he shall not seek payment or reimbursement of any such fees and
expenses, if any, from Parent, the Surviving Corporation or the Company,
and that the Shareholder Representative shall only seek payment or
reimbursement of all such fees and expenses from the Shareholders.
7.4 REIMBURSEMENT PROCEDURES. Upon a notice in writing delivered to the Escrow
Agent by Parent in respect of Section 7.2 or Section 8.2, or by the
Shareholder Representative in respect of Section 7.3, the Escrow Agent
shall transfer, deliver and assign to the person delivering the notice, in
reimbursement of fees and expenses pursuant to Section 7.2, Section 7.3 or
Section 8.2, such number of Escrow Shares held in the Escrow Account which
have a Fair Market Value equal to the amount to be reimbursed.
Notwithstanding the foregoing, the Shareholder Representative's right of
reimbursement from the Escrow Shares shall be in all respects subordinate
to rights of Parent in respect of the Escrow Shares. The Escrow Agent shall
transfer shares to the Shareholder Representative in reimbursement of its
expenses only at such time as Escrow Shares are otherwise distributable
pursuant to the terms of this Agreement to the Shareholders.
SECTION 8. LIMITATION OF ESCROW AGENT'S LIABILITY
8.1 LIMITATION. The Escrow Agent shall incur no liability with respect to any
action taken or suffered by it in reliance upon any notice, direction,
instruction, consent, statement or other documents believed by it to be
genuine and duly authorized, nor for other action or inaction except its
own willful misconduct or gross negligence. The Escrow Agent shall not be
responsible for the validity or sufficiency of this Agreement. In all
questions arising under the Escrow Agreement, the Escrow Agent may rely on
the advice of its own counsel, and for anything done, omitted or suffered
in good faith by the Escrow Agent based on such advice the Escrow Agent
shall not be liable to anyone. The Escrow Agent shall not be required to
take any action hereunder involving any expense unless the payment of such
expense is made in advanceor provided for in a manner reasonably
satisfactory to it.
8.2 INDEMNIFICATION OF ESCROW AGENT. Parent and the Shareholders, jointly and
severally, shall indemnify the Escrow Agent for, and hold it harmless
against, any loss, liability or expense incurred without gross negligence
or willful misconduct on the part of Escrow Agent, arising out of or in
connection with its carrying out of its duties hereunder. As among
themselves, each of (i) Parent and (ii) the Shareholders shall be liable
for one-half (1/2) of such amounts and Parent shall be entitled to
reimbursement from the Escrow Shares of the Shareholders' share of any such
loss, liability or expense.
SECTION 9. SUCCESSOR ESCROW AGENT
In the event the Escrow Agent becomes unavailable or unwilling to continue in
its capacity herewith, the Escrow Agent may resign and be discharged from its
duties or obligations hereunder by giving resignation to the parties to this
Escrow Agreement, specifying not less than 60 days' prior written notice of the
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date when such resignation shall take effect. Parent may appoint a successor
Escrow Agent without the consent of the Shareholder Representative so long as
such successor is a bank with assets of at least $50 million, and may appoint
any other successor Escrow Agent with the consent of the Shareholder
Representative, which consent shall not be unreasonably withheld. If, within
such notice period, Parent provides to the Escrow Agent written instructions
with respect to the appointment of a successor Escrow Agent and directions for
the transfer of any Escrow Shares then held by the Escrow Agent to such
successor, the Escrow Agent shall act in accordance with such instructions and
promptly transfer such Escrow Shares to such designated successor.
SECTION 10. GENERAL
10.1 OTHER AGREEMENTS. Nothing in this Escrow Agreement is intended to limit any
of Parent's or any other indemnified party's rights, or any obligation of
the Company or any Shareholder, under the Merger Agreement or under any
other agreement entered into in connection with the transactions
contemplated by the Merger Agreement.
10.2 NOTICES. Any notice or other communication required or permitted to be
delivered to any party under this Escrow Agreement shall be in writing and
shall be deemed properly delivered, given and received when delivered (by
hand, by registered mail, by courier or express delivery service or by
facsimile) to the address or facsimile telephone number set forth beneath
the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice
given to the other parties hereto:
If to Parent:
SurfNet Media Group, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxx, Xxxxx 0
Xxxxx, XX 00000
Attention: Chief Executive Officer
If to the Shareholder Representative:
Chief Executive Officer
SurfNet New Media, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxx, Xxxxx 0
Xxxxx, XX 00000
If to the Escrow Agent:
Interwest Transfer Co., Inc.
0000 Xxxx 0000 Xxxxx, Xxxxx 000
X.X. Xxx 00000
Xxxx Xxxx Xxxx, XX 00000
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10.3 COUNTERPARTS. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and
delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. To expedite the process of
entering into this Agreement, the parties acknowledge that Transmitted
Copies of this Agreement will be equivalent to original documents until
such time as original documents are completely executed and delivered.
"Transmitted Copies" will mean copies that are reproduced or transmitted
via photocopy, facsimile or other process of complete and accurate
reproduction and transmission.
10.4 HEADINGS. The underlined headings contained in this Escrow Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Escrow Agreement and shall not be referred to in connection with the
construction or interpretation of this Escrow Agreement.
10.5 GOVERNING LAW; VENUE. This Escrow Agreement shall be construed in
accordance with, and governed in all respects by, the internal laws of the
State of Utah (without giving effect to principles of conflicts of laws).
10.6 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST.
(a) Subject to Sections 3.5 and 10.7(b), this Escrow Agreement shall be
binding upon: the Shareholder Representative and the shareholders of
the Company and their respective estates, successors and assigns (if
any); and Parent and its successors and assigns (if any). This Escrow
Agreement shall inure to the benefit of: The Shareholders; Parent; the
other indemnified parties; and the respective successors (if any) of
the foregoing
(b) Parent may freely assign any or all of its rights under this Escrow
Agreement, in whole or in part, to any other person without obtaining
the consent or approval of any other party hereto or of any other
person. None of the Shareholders, the Shareholder Representative or
the Company shall be permitted to assign any of his, her or its rights
or delegate any of his, her or its obligations under this Escrow
Agreement without Parent's prior written consent.
10.7 WAIVER
(a) No failure on the part of any person to exercise any power, right,
privilege or remedy under this Escrow Agreement, and no delay on the
part of any person in exercising any power, right, privilege or remedy
under this Escrow Agreement, shall operate as a waiver of such power,
right, privilege or remedy; and no single or partial exercise of any
such power, right, privilege or remedy shall preclude any other or
further exercise thereof or of any other power, right, privilege or
remedy.
(b) No person shall be deemed to have waived any claim arising out of this
Escrow Agreement, or any power, right, privilege or remedy under this
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Escrow Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument
duly executed and delivered on behalf of such person; and any such
waiver shall not be applicable or have any effect except in the
specific instance in which it is given.
10.8 AMENDMENTS. This Escrow Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of Parent, the Shareholder Representative and the
Escrow Agent.
10.9 SEVERABILITY. In the event that any provision of this Escrow Agreement, or
the application of any such provision to any person or set of
circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Escrow Agreement, and
the application of such provision to persons or circumstances other than
those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall
continue to be valid and enforceable to the fullest extent permitted by
law.
10.10 ENTIRE AGREEMENT. This Escrow Agreement and the Reorganization Agreement
and the other agreements contemplated in the Merger Agreement set forth the
entire understanding of the parties relating to the subject matter hereof
and thereof and supersede all prior agreements and understandings among or
between any of the parties relating to the subject matter hereof and
thereof.
10.11 CONSTRUCTION.
(a) For purposes of this Escrow Agreement, whenever the context requires:
the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the
feminine gender shall include the masculine and neuter genders; and
the neuter gender shall include the masculine and feminine genders.
(b) The parties hereto agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall
not be applied in the construction or interpretation of this Escrow
Agreement.
(c) As used in this Escrow Agreement, the words "include" and "including,"
and variations thereof, shall not be deemed to be terms of limitation,
but rather shall be deemed to be followed by the words "without
limitation."
(d) Except as otherwise indicated, all references in this Escrow Agreement
to "Sections" are intended to refer to Sections of this Escrow
Agreement.
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the
date first above written.
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SURFNET MEDIA GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
Its: CEO
INTERWEST TRANSFER CO., INC.
By: /s/ Xxxxxx X. Xxxxxx
Its: ______________________
SHAREHOLDER REPRESENTATIVE:
By:____________________________
Printed Name:___________________
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Exhibit A
Escrow Shares
Xxxx Xxxxxxx 30,798
Xxxxx XxXxxxxx 28,770
Xxxxx Xxxxxxxxxx 29,531
Xxxx Xxxxxxx 34,854
Xxxx Xxxxxxx 31,432
Xxxxx Xxxxxx 11,153
Xxxxx/Xxxxxxxxx Xxxxx 9,176
Xxxx Xxxxx 760
Xxxxxxxx Xxxxx 202
Xxxx Xxxxx 101
Xxxxx Xxxxx 228
Xxxx Xxxxx 243
Xxxxx Xxxxxxxx 2,915
Xxxx Xxxxxxx 2,534
Xxxxx Xxxxx 1,318
Xxx Xxxxxxx 8,415
Xxx Xxxxx 8,415
Xxxx Xxxxxxxx 304
Xxxx Xxxxxxx 101
Xxxxxxx Family 304
Xxx Xxxxx 446
Fox & Fin 40
Xxx Xxxxx 2,534
Xxx Xxxxxxxxxxx 2,048
Xxxxxxx Xxxx 648
Xxx Xxxxx 202
Xxxx Xxxxxxxxx 446
Xxxx Xxxxxxxxxx 811
Xxxxx Xxxxx 81
Xxxxxxxx Xxxxxxxx 405
Pretice Xxxxxxxx 81
Xxxx Mannally 243
Xxx Xxxxxx 81
J. Xxxxxx Xxxxxx 2,433
Xxxx 20
Xxxx Xxxxxx 40
Xxxxxx 40
Xxxx Mannally 40
Nate 40
Xxxx Xxxx 40
Xxxx 40
Austin 40
Xxxx Call 40
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Xxxxxx 40
Xxxxx 40
Xxxxxx Xxxxxxxx 12,573
Xxxxxxxx Group 10,500
Xxxx Xxxxxx 4,375
Xxxx Xxxxxx 2,433
Sundance 62,500
Nova Redwood 15,000
Xxx Xxxxxxxx 10,000
Warrants and Notes:
Nova Redwood Warrant 15,000
Xxxx LLC Warrant 10,000
Xxxx LLC Convertible Note 10,000
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