REGISTRATION RIGHTS AGREEMENT
Exhibit
10.2
This
REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated January 5,
2010, is between Link Resources Inc., a Nevada corporation (the “Company”), and each purchaser
identified on Schedule
A hereto (each, including their respective successors and assigns, an
“Investor” and
collectively, the “Investors”).
WHEREAS, in connection with
the Securities Purchase Agreement by and among the parties hereto of even date
herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject
to the conditions set forth in the Securities Purchase Agreement, to issue and
sell to each Investor units comprised of (i) $2 principal amount 8% convertible
promissory notes (the “Notes”), which notes are
convertible into shares (the “Conversion Shares”) of the
Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii)
warrants (the “Warrants”), which will be
exercisable to purchase shares of Common Stock (as exercised collectively, the
“Warrant Shares”);
and
WHEREAS, in accordance with
the terms of the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable
state securities laws.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and each of the Investors hereby agree as
follows:
1. Definitions.
Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement. As used in
this Agreement, the following terms shall have the following
meanings:
(a) “Additional Effectiveness Date”
means the date the Additional Registration Statement is declared effective by
the SEC.
(b) “Additional Effectiveness
Deadline” means the date which is sixty (60) calendar days after the
Additional Filing Date or, in the event that the Registration Statement is
subject to a review by the SEC, one-hundred and twenty (120) calendar days after
the Additional Filing Date.
(c) “Additional Filing Date” means
the date on which the Additional Registration Statement is filed with the
SEC.
(d) “Additional Filing Deadline”
means if Cutback Shares are required to be included in the Additional
Registration Statement, one hundred eighty (180) days from the Initial Effective
Date or the last Additional Effective Date, as applicable.
(e) “Additional Registrable
Securities” means, (i) any Cutback Shares not previously included on a
Registration Statement and (ii) any share capital of the Company issued or
issuable with respect to the Conversion Shares, the Warrants, the Warrant Shares
or Cutback Shares, as applicable, as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitations on exercises of the Warrants.
(f) “Additional Registration
Statement” means a registration statement or registration statements of
the Company filed under the 1933 Act covering any Additional Registrable
Securities.
(g) “Additional Required Registration
Amount” means any Cutback Shares not previously included on a
Registration Statement, all subject to adjustment as provided in Section 2(f),
without regard to any limitations on exercises of the Warrants, if
any.
(h) “Business Day” means any day
other than Saturday, Sunday or any other day on which commercial banks in the
City of New York are authorized or required by law to remain closed and that the
SEC is open for business.
(i)
“Closing
Date” shall have the meaning set forth in the Securities Purchase
Agreement.
(j) “Cutback Shares” means any of
the Initial Required Registration Amount of Registrable Securities not included
in all Registration Statements previously declared effective hereunder as a
result of a limitation on the maximum number of shares of Common Stock of the
Company permitted to be registered by the staff of the SEC pursuant to Rule
415.
(k) “Effective Date” means the
Initial Effective Date and the Additional Effective Date, as
applicable.
(l) “Effectiveness Deadline” means
the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as
applicable.
(m) “Filing Deadline” means the
Initial Filing Deadline and the Additional Filing Deadline, as
applicable.
(n) “Initial Effective Date” means
the date that the Registration Statement has been declared effective by the
SEC.
(o) “Initial Effectiveness
Deadline” means the date: (i) in the event that the Registration
Statement is subject to a review by the SEC, one hundred sixty (160) calendar
days after the Initial Filing Deadline or (ii) the date which is within five (5)
Business Days after the date on which the SEC informs the Company (A) that the
SEC will not review such Registration Statement or (ii) that the Company may
request the acceleration of the effectiveness of such Registration Statement and
the Company makes such request; provided that, if the Initial
Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a
legal holiday or a day on which the SEC is authorized or required by law or
other government actions to close, the Initial Effectiveness Deadline shall be
the following Business Day.
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(p) “Initial Filing Deadline” means
the date that is sixty (60) calendar days after the final Closing
Date.
(q) “Initial Registrable
Securities” means (i) the Conversion Shares, (ii) the Warrant
Shares and (iii) any capital stock of the Company issued or issuable, with
respect to the Conversion Shares, the Warrant Shares or the Warrants as a result
of any stock split, stock dividend, recapitalization, exchange or similar event
or otherwise, without regard to any limitations on exercises of the
Warrants.
(r) “Initial Required Registration
Amount” means (I) the sum of (i) the number of Conversion Shares issued
and issuable pursuant to the Notes as of the trading day immediately preceding
the applicable date of determination, and (ii) the number of Warrant Shares
issued and issuable pursuant to the Warrants as of the trading day immediately
preceding the applicable date of determination, all subject to adjustment as
provided in Section 2(f), without regard to any limitations on exercises of the
Warrants, if any or (II) such other amount as may be required by the staff of
the SEC pursuant to Rule 415.
(s) “Initial Registration
Statement” means a registration statement or registration statements of
the Company filed under the 1933 Act covering the Initial Registrable
Securities.
(t) “Investor” means an Investor or
any transferee or assignee thereof to whom a Investor assigns its rights under
this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or assignee thereof to
whom a transferee or assignee assigns its rights under this Agreement and who
agrees to become bound by the provisions of this Agreement in accordance with
Section 9.
(u) “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof.
(v) “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more Registration
Statements in compliance with the 1933 Act and pursuant to Rule 415 and the
declaration or ordering of effectiveness of such Registration Statement(s) by
the SEC.
(w) “Registrable Securities” means
the Initial Registrable Securities and the Additional Registrable
Securities.
(x) “Registration Statement” means
a registration statement or registration statements of the Company filed under
the 1933 Act covering the Registrable Securities.
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(y) “Required Holders” means the
holders of at least a majority of the Registrable Securities or the Investor
Representative acting on behalf of such requisite number of
holders.
(z)
“Required Registration
Amount” means either the Initial Required Registration Amount or the
Additional Required Registration Amount, as applicable.
(aa) “Rule 415” means Rule 415 under
the 1933 Act or any successor rule providing for offering securities on a
continuous or delayed basis.
(bb)
“SEC” means the United
States Securities and Exchange Commission.
2. Registration.
(a) Mandatory
Registration. The Company shall prepare, and, as soon as
practicable, but in no event later than the Initial Filing Deadline, file with
the SEC the Registration Statement on Form S-1 covering the resale of all of the
Registrable Securities. The Registration Statement prepared pursuant
hereto shall register for resale at least the number of shares of Common Stock
equal to the Required Registration Amount determined as of the date the
Registration Statement is initially filed with the SEC. The
Registration Statement shall contain customary “Selling Stockholders” and “Plan
of Distribution” sections. The Company shall use its commercially
reasonable best efforts to have the Registration Statement declared effective by
the SEC as soon as practicable, but in no event later than the Initial
Effectiveness Deadline. By 9:30 a.m. New York time on the Business
Day following the Effective Date, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement.
(b) Additional Mandatory
Registrations. The Company shall prepare, and, as soon as
practicable but in no event later than the Additional Filing Deadline, file with
the SEC an Additional Registration Statement on Form S-1 (or Form S-3 if
available) covering the resale of all of the Additional Registrable Securities
not previously registered on an Additional Registration Statement
hereunder. To the extent the staff of the SEC does not permit the
Additional Required Registration Amount to be registered on an Additional
Registration Statement, the Company shall file Additional Registration
Statements successively trying to register on each such Additional Registration
Statement the maximum number of remaining Additional Registrable Securities
until the Additional Required Registration Amount has been registered with the
SEC. Each Additional Registration Statement prepared pursuant hereto
shall register for resale at least that number of shares of Common Stock equal
to the Additional Required Registration Amount as of date the Registration
Statement is initially filed with the SEC. Each Additional
Registration Statement shall contain customary “Selling Stockholders” and “Plan
of Distribution” sections. The Company shall use its commercially
reasonable best efforts to have each Additional Registration Statement declared
effective by the SEC as soon as practicable, but in no event later than the
Additional Effectiveness Deadline. By 9:30 a.m. New York time on the
date following the Additional Effective Date, the Company shall file with the
SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be
used in connection with sales pursuant to such Registration
Statement.
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(c) Allocation of Registrable
Securities. The initial number of Registrable Securities
included in any Registration Statement and any increase in the number of
Registrable Securities included therein shall be allocated pro rata among the
Investors based on the number of Registrable Securities held by each Investor at
the time the Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC. In
the event that an Investor sells or otherwise transfers any of such Investor’s
Registrable Securities, each transferee shall be allocated a pro rata portion of
the then remaining number of Registrable Securities included in such
Registration Statement for such transferor. Any shares of Common
Stock included in a Registration Statement and which remain allocated to any
Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata
based on the number of Registrable Securities then held by such Investors which
are covered by such Registration Statement. In no event shall the
Company include any securities other than Registrable Securities on any
Registration Statement without the prior written consent of the Required Holders
or the Investor Representative. If the SEC requires that
the Company register less than the amount of Registrable Securities originally
included on any Registration Statement at the time it was filed, the Registrable
Securities on such Registration Statement shall be decreased on a pro rata basis
and, unless otherwise requested by an Investor, the Warrant Shares included on
such Registration Statement shall be decreased first.
(d) Sufficient Number of Shares
Registered. In the event the number of shares available under
a Registration Statement filed pursuant to Section 2(a) is insufficient to cover
all of the Registrable Securities required to be covered by such Registration
Statement or an Investor’s allocated portion of the Registrable Securities
pursuant to Section 2(c), the Company shall amend the applicable Registration
Statement, or file a new Registration Statement (on Form S-3, if available), or
both, so as to cover at least the Required Registration Amount as of the trading
day immediately preceding the date of the filing of such amendment or new
Registration Statement, in each case, as soon as practicable, but in any event
not later than fifteen (15) days after the necessity therefor
arises. The Company shall use its commercially reasonable best
efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof. For
purposes of the foregoing provision, the number of shares available under a
Registration Statement shall be deemed “insufficient to cover all of the
Registrable Securities” if at any time the number of shares of Common Stock
available for resale under the Registration Statement is less than the product
determined by multiplying (i) the Required Registration Amount as of such time
by (ii) 0.90.
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(e) Effect of Failure to File
and Obtain and Maintain Effectiveness of Registration
Statement. If: (i) a Registration Statement covering all of
the Registrable Securities required to be covered thereby and required to be
filed by the Company pursuant to this Agreement is (A) not filed with the SEC on
or before the respective Filing Deadline (a “Filing Failure”) or (B) not
declared effective by the SEC on or before the respective Effectiveness Deadline
or (ii) on any day after the Effective Date sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made
(other than during an Allowable Grace Period (as defined in Section 3(m))
pursuant to such Registration Statement or otherwise (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement, to register a sufficient number of shares of Common
Stock or to maintain the listing of the Common Stock) (a “Maintenance Failure”) then, as
liquidated damages (and in complete satisfaction and to the exclusion of any
claims or remedies inuring to any holder of Registrable Securities) to any
holder of Registrable Securities by reason of any such delay in or reduction of
its ability to sell the underlying shares of Common Stock, the Company shall pay
to each holder of Registrable Securities relating to such Registration Statement
their pro rata portion (based on the amount of Registrable Securities held) an
amount in cash) equal to one percent (1%) of the aggregate Purchase Price (as
such term is defined in the Securities Purchase Agreement) of paid by the
applicable Investor for the Registrable Securities included in such Registration
Statement on each of the following dates: (i) 20 days following the date of a
Filing Failure; (ii) 20 days following the date of an Effectiveness Failure;
(iii) 30 days following the initial day of a Maintenance Failure; (iv) on every
thirtieth day after the day of a Filing Failure and thereafter (pro rated for
periods totaling less than thirty days) until such Filing Failure is cured; (v)
on every thirtieth day after the day of an Effectiveness Failure and thereafter
(pro rated for periods totaling less than thirty days) until such Effectiveness
Failure is cured; and (vi) on every thirtieth day after the initial day of a
Maintenance Failure and thereafter (pro rated for periods totaling less than
thirty days) until such Maintenance Failure is cured. The payments to
which a holder of Registrable Securities shall be entitled pursuant to this
Section 2(f) are referred to herein as “Registration Delay
Payments.” Notwithstanding anything herein or in the
Securities Purchase Agreement to the contrary, in no event shall the aggregate
amount of Registration Delay Payments exceed, in the aggregate, six percent (6%)
of the aggregate Purchase Price paid by all Investors pursuant to the Securities
Purchase Agreement.
3. Related
Obligations. At such time as the Company is obligated to file
a Registration Statement with the SEC pursuant to Section 2(a), 2(d) or 2(e),
the Company will use its commercially reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:
(a) The
Company shall promptly prepare and file with the SEC a Registration Statement
with respect to the Registrable Securities and use its commercially reasonable
best efforts to cause such Registration Statement relating to the Registrable
Securities to become effective as soon as practicable after such filing (but in
no event later than the Effectiveness Deadline). The Company shall
keep each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of: (i) the date as of which the Investors may sell all of the
Registrable Securities covered by such Registration Statement without
restriction pursuant to Rule 144 (or any successor thereto) promulgated under
the 1933 Act (“Rule
144”) or (ii) the date on which the Investors shall have sold all of the
Registrable Securities covered by such Registration Statement (the “Registration
Period”). The Company shall ensure that each Registration
Statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein (in the case of prospectuses, in the light of the
circumstances in which they were made) not misleading.
(b) The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be
necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the
1933 Act with respect to the disposition of all Registrable Securities of the
Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement.
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(c) The
Company shall use its commercially reasonable best efforts to: (i) register and
qualify, unless an exemption from registration and qualification applies, the
resale by Investors of the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of all applicable
jurisdictions in the United States, (ii) prepare and file in those
jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that
the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(c), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall
promptly notify the Investor Representative of the receipt by the
Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction in the United States or its
receipt of actual notice of the initiation or threatening of any proceeding for
such purpose.
(d) The
Company shall notify the Investor Representative in writing of the
happening of any event, as promptly as practicable after becoming aware of such
event, as a result of which the prospectus included in a Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (provided that in no event shall such notice contain any
material, nonpublic information), and, subject to Section 3(m), promptly prepare
a supplement or amendment to such Registration Statement to correct such untrue
statement or omission. The Company shall also promptly notify the
Investor Representative in writing when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration
Statement or any post-effective amendment has become effective.
(e) The
Company shall use its commercially reasonable best efforts to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify the Investor Representative of the
issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such
purpose.
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(f)
If any Investor is required under applicable securities laws
to be described in the Registration Statement as an underwriter, at the
reasonable request of such Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter
from time to time on such dates as an Investor may reasonably request: (i) a
letter, dated such date, from the Company’s independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the Investors, and (ii) an opinion, dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance reasonably acceptable to such counsel and as is
customarily given in an underwritten public offering, addressed to the
Investors.
(g) The
Company shall hold in confidence and not make any disclosure of information
concerning an Investor provided to the Company unless: (i) disclosure of such
information is necessary to comply with federal or state securities laws, (ii)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any Registration Statement, (iii) the release of
such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that
disclosure of such information concerning an Investor is sought in or by a court
or governmental body of competent jurisdiction or through other means, give
prompt written notice to such Investor and allow such Investor, at the
Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.
(h) The
Company shall use its commercially reasonable best efforts either to: (i) cause
all of the Registrable Securities covered by a Registration Statement to be
listed on each national securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of
such Registrable Securities is then permitted under the rules of such
exchange. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(h).
(i)
The Company shall cooperate with the Investors who hold
Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably request and
registered in such names as the Investors may request.
(j)
If requested by an Investor, the Company shall as
soon as practicable: (i) incorporate in a prospectus supplement or
post-effective amendment such information as an Investor reasonably requests to
be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities
to be sold in such offering; (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably
requested by an Investor holding any Registrable Securities.
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(k) The
Company shall use its commercially reasonable best efforts to cause the
Registrable Securities covered by a Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be
necessary to consummate the disposition of such Registrable
Securities.
(l)
The Company shall otherwise use its
commercially reasonable best efforts to comply with all applicable rules and
regulations of the SEC in connection with any registration
hereunder.
(m) Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the
Company may delay the disclosure of material, non-public information concerning
the Company the disclosure of which at the time is not, in the good faith
opinion of the Board of Directors of the Company and its counsel, in the best
interest of the Company and, in the opinion of counsel to the Company, otherwise
required (a “Grace
Period”); provided, that the Company
shall promptly: (i) notify the Investor Representative in writing of the
existence of material, non-public information giving rise to a Grace Period
(provided that in each notice the Company will not disclose the content of such
material, non-public information to the Investors) and the date on which the
Grace Period will begin, and (ii) notify Investor Representative in writing
of the date on which the Grace Period ends; and, provided further, that
no Grace Period shall exceed twenty (20) consecutive days and during any three
hundred sixty five (365) day period such Grace Periods shall not exceed an
aggregate of sixty (60) days and the first day of any Grace Period must be at
least five (5) Trading Days (as defined in the Securities Purchase Agreement)
after the last day of any prior Grace Period (each, an “Allowable Grace
Period”). For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Investor
Representative receives the notice referred to in clause (i) and shall end on
and include the later of the date the Investor Representative receives the notice
referred to in clause (ii) and the date referred to in such
notice. The Company’s obligations under Section 3(f) shall not be
applicable during and Allowable Grace Period.
4. Obligations of the
Investors.
(a) At
least five (5) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify the Investor
Representative in
writing of the information the Company requires from each Investor if such
Investor elects to have any of such Investor’s Registrable Securities included
in such Registration Statement. It shall be a condition precedent to
the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall, within five (5) Business Days of the Company’s
request, furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect and
maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.
(b) Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Investor has notified the Company in writing of such Investor’s election to
exclude all of such Investor’s Registrable Securities from such Registration
Statement.
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(c) Each
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(d) or 3(e), such
Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities
until such Investor’s receipt of the copies of the supplemented or amended
prospectus or receipt of notice that no supplement or amendment is
required.
(d) Each
Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it or an exemption therefrom in
connection with sales of Registrable Securities pursuant to the Registration
Statement.
5. Expenses of
Registration. All reasonable expenses, other than underwriting
discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and disbursements of counsel for the Company shall be paid by the
Company.
6. Indemnification. In
the event any Registrable Securities are included in a Registration Statement
under this Agreement:
(a) To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend each Investor, the directors, officers,
members, partners, employees, agents, representatives of, and each Person, if
any, who controls any Investor within the meaning of the 1933 Act or the 1934
Act (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). Subject
to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
as such expenses are incurred and are due and payable, for any reasonable legal
fees and reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person
for such Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to
Section 3(d); and (ii) shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld or
delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9.
10
(b) In
connection with any Registration Statement in which an Investor is
participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its officers
who signs the Registration Statement and each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against
any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Investor
expressly for use in connection with such Registration Statement; and, subject
to Section 6(c), such Investor will reimburse any legal or other expenses
reasonably incurred by an Indemnified Party in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld or delayed; provided,
further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the Investors pursuant to Section 9.
11
(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses of not
more than one counsel for all such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In the case of an Indemnified Person,
legal counsel referred to in the immediately preceding sentence shall be
selected by the Investors holding at least a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim
relates. The Indemnified Party or Indemnified Person shall cooperate
reasonably with the indemnifying party in connection with any negotiation or
defense of any such action or Claim by the indemnifying party and shall furnish
to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the prior written
consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall not relieve such indemnifying party of any liability to
the Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.
(d) The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.
(e) The
indemnity agreements contained herein shall be in addition to: (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.
12
7. Contribution. To
the extent any indemnification by an indemnifying party is prohibited or limited
by law, the indemnifying party agrees to make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that: (i) no Person
involved in the sale of Registrable Securities which Person is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000
Xxx) in connection with such sale shall be entitled to contribution from any
Person involved in such sale of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities pursuant to such
Registration Statement.
8. Reports Under the 1934
Act. With a view to making available to the Investors the
benefits of Rule 144 or any other similar rule or regulation of the SEC that may
at any time permit the Investors to sell securities of the Company to the public
without registration, the Company agrees, for so long as Registrable Securities
are outstanding, to:
(a) make
and keep public information available, as those terms are understood and defined
in Rule 144;
(b) file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and
(c) furnish
to each Investor so long as such Investor owns Registrable Securities, promptly
upon request, such information as may be reasonably and customarily requested to
permit the Investors to sell such securities pursuant to Rule 144 without
registration.
9. Assignment of Registration
Rights. The rights under this Agreement shall be automatically
assignable by the Investors to any permitted transferee of all or any portion of
such Investor’s Registrable Securities if: (i) the Investor agrees in writing
with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within five (5) Business Days after such
assignment; (ii) the Company is, within five (5) Business Days after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned; (iii)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the 1933 Act
or applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein; and (v) such transfer shall have been made in
accordance with the applicable requirements of the Securities Purchase
Agreement.
10. Amendment of Registration
Rights. Provisions of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Investor Representative who shall have obtained the consent of the
Requisite Holders. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent that it
applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this
Agreement unless the same consideration also is offered to all of the parties to
this Agreement.
13
11. Miscellaneous.
(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.
(b) Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered if delivered in accordance with Section 9.2 of the
Securities Purchase Agreement.
(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.
(d) All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof.
(e) Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Note (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in the City of New York. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, New York for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of this Note, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Note and agrees that such service
shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY
HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES)
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
14
(f)
This Agreement, the other Transaction Documents (as
defined in the Securities Purchase Agreement) and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement, the other
Transaction Documents and the instruments referenced herein and therein
supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.
(g) Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of
and be binding upon the permitted successors and assigns of each of the parties
hereto.
(h) The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.
(i)
This Agreement may be executed in identical
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed
by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.
(j)
Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents as any other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
(k) All
consents and other determinations required to be made by the Investors pursuant
to this Agreement shall be made, unless otherwise specified in this Agreement,
by the Investor Representative.
(l)
The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.
(m) This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.
(n) The
obligations of each Investor hereunder are several and not joint with the
obligations of any other Investor, and no provision of this Agreement is
intended to confer any obligations on any Investor vis-à-vis any other
Investor. Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated
herein.
15
(o) The
Lead Placement Agent and any co-placement agent are intended third party
beneficiaries of this Agreement and have all of the rights of an “Investor”
under this Agreement and the shares of Common Stock issuable upon the exercise
of the warrants issued to the Lead Placement Agent and any co-placement agent
(and any capital stock of the Company issued or issuable, with respect to the
warrants issued to the Lead Placement Agent or any co-placement agent as a
result of any stock split, stock dividend, recapitalization, exchange,
anti-dilution adjustment or similar event or otherwise, without regard to any
limitations on exercises of the warrants, if any) constitute Registrable
Securities for all purposes of this Agreement. Notwithstanding the
foregoing, neither the Lead Placement Agent nor the co-placement agent are
entitled to any Registration Delay Payments.
16
IN WITNESS WHEREOF, the
parties hereto have caused this Registration Rights Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.
COMPANY:
|
|
By:
|
/s/ Hongwei Qu
|
Name:
Hongwei QU
|
|
Title: President,
CEO and Chairman
|
|
INVESTORS:
|
|
The
Investors executing the Signature Page in the form attached hereto as
Annex A
and delivering the same to the Company or its agents shall be deemed to
have executed this Agreement and agreed to the terms
hereof.
|
Annex
A
Investor
Counterpart Signature Page
The
undersigned, desiring to: (i) enter into this Registration Rights Agreement,
dated as of _________________, 2010 (the “Agreement”), between the
undersigned, Link Resources Inc., a Nevada corporation (the “Company”), and the other
parties thereto, in or substantially in the form furnished to the undersigned
and (ii) purchase the securities of the Company appearing below, hereby agrees
to purchase such securities from the Company as of the Closing and further
agrees to join the Agreement as a party thereto, with all the rights and
privileges appertaining thereto, and to be bound in all respects by the terms
and conditions thereof.
IN WITNESS WHEREOF, the
undersigned has executed the Agreement as of _____________________,
2010.
Name
and Address, Fax No. and Social Security No./EIN
of
Investor:
|
|
|
|
|
|
|
|
Fax
No.:
|
|
Soc.
Sec. No./EIN:
|
|
If
a partnership, corporation, trust or other business
entity:
|
||
By:
|
||
Name:
|
||
Title:
|
If
an individual:
|
|
|
|
Signature
|
Schedule
A
SCHEDULE OF
INVESTORS
No.
|
Investor Name
|
No. of Shares
Subject to Notes
|
No. of Shares
Subject to
Warrant
|
|||
1.
|
XXX
FBO XXXXXX XXXXXXX XXXXX XXXXXXXX LLC AS CUSTODIAN
|
50,000
|
50,000
|
|||
2.
|
XXXXXX
XXXXXXX
|
30,000
|
30,000
|
|||
3.
|
XXXX
XXXXXX XXXXX & XXXXXX X XXXXX JT TEN
|
55,000
|
55,000
|
|||
4.
|
AM-PER
ENTERPRISES INC.
|
50,000
|
50,000
|
|||
5.
|
XXXXX
XXXXX XXX DTD 05/10/2009
|
25,000
|
25,000
|
|||
6.
|
XXXXXXX
X XXXXXX BY PASS TRUST DATED 10/18/1990 UAD 10/18/90
|
21,600
|
21,600
|
|||
7.
|
XXXXX
X. XXXXX TRUST DTD 09/14/1995 UAD 03/26/09
|
125,000
|
125,000
|
|||
8.
|
XXX
FBO XXXXXXX X XXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
9.
|
XXXXXXX
XXXXXXX
|
25,000
|
25,000
|
|||
10.
|
BALFOUR
HOLLOW LLC
|
25,000
|
25,000
|
|||
11.
|
THE
XXXXX X. XXXXXX LIVING TRUST UAD 07/02/98
|
25,000
|
25,000
|
|||
12.
|
XXXXXXX
X XXXXXX
|
25,000
|
25,000
|
|||
13.
|
MIDDLESEX
ORTHO SURGEONS 401K FBO XXXXXXXX XXXXXX
|
25,000
|
25,000
|
|||
14.
|
XXXX
XXXXXXXXX
|
25,000
|
25,000
|
|||
15.
|
XXXXXX
XXXXXXX & XXXXX XXXXXXX JT TEN
|
25,000
|
25,000
|
|||
16.
|
XXXXXXX
ANESTHESIOLOGY PC XXXXX SHARING PLAN & TST
|
50,000
|
50,000
|
|||
17.
|
TEN
BRINK TRUST DATED 10/02/1986 UAD 10/02/86
|
50,000
|
50,000
|
|||
18.
|
WHITE
PINE PRODUCTIONS DEFINED BENEFIT PENSION PLN
|
25,000
|
25,000
|
|||
19.
|
SEP
FBO XXXXX XXXXX
|
45,000
|
45,000
|
|||
20.
|
XXX
FBO XXX XXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
21.
|
XXXXX
XXXXX
|
25,000
|
25,000
|
|||
22.
|
XXXXXX
XXXXXXX & XXXXXXXX XXXXXXX JT TEN
|
25,000
|
25,000
|
|||
23.
|
XXXX
X XXXX & XXXXXX XXXX JT TEN
|
25,000
|
25,000
|
|||
24.
|
XXXXXX
XXXXXX
|
37,500
|
37,500
|
|||
25.
|
SRC
CORPORATION DEFINED BENEFIT PENSION PLAN
|
25,000
|
25,000
|
|||
26.
|
XXXXXX
X XXXXXXXXX
|
25,000
|
25,000
|
|||
27.
|
XXXXXX
XXXX XXX DTD 06/03/2009
|
25,000
|
25,000
|
|||
28.
|
INTEGRITY
FUNDS LP
|
25,000
|
25,000
|
|||
29.
|
THE
2000 XXXXX &ELENA XXXXXXXXXX FAMILY TRUST UAD 11/09/00
|
25,000
|
25,000
|
|||
30.
|
XXX
FBO HY ECHT PERSHING LLC AS CUSTODIAN
|
30,000
|
30,000
|
|||
31.
|
XXX
FBO XXXXX XXXX XXXXX XXXXXXXX LLC AS CUSTODIAN
|
50,000
|
50,000
|
|||
32.
|
XXXXXXXX
XXXXXXX & XXXXXXXX X XXXXX JT TEN
|
25,000
|
25,000
|
33.
|
THE
XXXXXX XXXXXX & XXXXX XXXXXX 1998 INTER VIVOS TRUST
|
25,000
|
25,000
|
|||
34.
|
XXXXXX
XXX XXXXXXX
|
25,000
|
25,000
|
|||
35.
|
XXX
FBO XXXXXX XXXXX XXXXXXXX LLC AS CUSTODIAN
|
125,000
|
125,000
|
|||
36.
|
SEP
FBO XXX XXXXXX PERSHING LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
37.
|
XXXXXX
XXXXXXX
|
75,000
|
75,000
|
|||
38.
|
THE
XXXXXXXXX XXXXX AND YANA XXXXX XX LIVING TST UAD 08/24/05
|
25,000
|
25,000
|
|||
39.
|
XXXXXX
XXXXXXX
|
50,000
|
50,000
|
|||
40.
|
XXXXXXX
XXXXXX MDDBPP AND TRUST
|
25,000
|
25,000
|
|||
41.
|
THE
GOLDSCHLAGER FAMILY TRUST UAD 06/24/04
|
25,000
|
25,000
|
|||
42.
|
XXXXXXX
XXXXX & XXXXXX XXXXX JT TEN
|
50,000
|
50,000
|
|||
43.
|
XXXXXXX
X XXXXXXX XX TRUST UAD 04/02/92
|
25,000
|
25,000
|
|||
44.
|
XXXXXX
X XXXXXXXXXXXXX XX & XXXXXX X XXXXXXXXXXXXX JT TEN
|
25,000
|
25,000
|
|||
45.
|
THE
XXXXXX X XXXXXXX LIVING TRUST UAD 07/24/01
|
25,000
|
25,000
|
|||
46.
|
XXXX
LIVING TRUST UAD 04/19/02
|
25,000
|
25,000
|
|||
47.
|
XXXXXX
HONIGHAUSEN & XXXXXX HONIGHAUSEN JT TEN
|
25,000
|
25,000
|
|||
48.
|
XXXXXXXX
XXXXXX TRUST UAD 11/30/88
|
25,000
|
25,000
|
|||
49.
|
XXXX
XXXXXXXXXX
|
99,500
|
99,500
|
|||
50.
|
XXXXXX
LIVING TRUST DATED 11/02/2005 UAD 11/02/05
|
25,000
|
25,000
|
|||
51.
|
XXXX
XXXXX
|
40,000
|
40,000
|
|||
52.
|
XXXXXX
REVOCABLE INTERVIVOS TRUST UAD 04/29/85
|
25,000
|
25,000
|
|||
53.
|
XXX
FBO XXX XXXXXX XXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
54.
|
XXXXXXX
XXXX & XXXXXX XXXX JTWROS
|
25,000
|
25,000
|
|||
55.
|
XXXXXX
XXX XXXXXXXXX
|
25,000
|
25,000
|
|||
56.
|
XXXXXX
X XXXXXX & XXXXX X XXXXXX JT TEN
|
50,000
|
50,000
|
|||
57.
|
XXX
FBO XXXXXX X XXXXXX XXXXXXXX LLC AS CUSTODIAN
|
50,000
|
50,000
|
|||
58.
|
XXXXX
AND XXXX XXXXXXXX FAMILY TRUST UAD 06/22/02
|
50,000
|
50,000
|
|||
59.
|
SEP
FBO XXXXXX XXXXX PERSHING LLC AS CUSTODIAN
|
50,000
|
50,000
|
|||
60.
|
XXXXX
X XXXXXX & XXXXXXXX X XXXXXX JT TEN
|
25,000
|
25,000
|
|||
61.
|
XXXXX
X. XXXXXX XXX LLC
|
50,000
|
50,000
|
|||
62.
|
XXX
FBO XXXXX XXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
55,000
|
55,000
|
|||
63.
|
SEP
FBO XXXXXX MADARAZ PERSHING LLC AS CUSTODIAN
|
35,000
|
35,000
|
|||
64.
|
SEP
FBO XXXXXX X XXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
37,500
|
37,500
|
|||
65.
|
XXXXX
XXXXXX
|
25,000
|
25,000
|
|||
66.
|
NORTHERN
STAR GROWTH TRUST DTD 10/20/1998 UAD 10/20/98
|
25,000
|
25,000
|
|||
67.
|
XXXXXXXX
XXXXXX & XXXXXXX XXXXXX JT TEN
|
25,000
|
25,000
|
|||
68.
|
F
XXXXX MAY PS PLAN FBO XXXX MAY
|
50,000
|
50,000
|
|||
69.
|
XXXXXXX
X XXXXXXXX PSP-XXXXXXXX LLC AS CUSTODIAN
|
50,000
|
50,000
|
70.
|
XXX
FBO XXXXXX XXXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
71.
|
XXX
XXXXXXXX TRUST U A DATED 5/1/01
|
25,000
|
25,000
|
|||
72.
|
XXX
FBO XXXXX XXXXXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
73.
|
THE
XXXXXXX NON-EXEMPT MARITAL TRUST UAD 11/17/83
|
50,000
|
50,000
|
|||
74.
|
XXXXXX
XXXXXXX XXXXXX REV LIVING TRUST UAD 12/04/96
|
25,000
|
25,000
|
|||
75.
|
XXX
FBO XXXX XXXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
76.
|
XXXX
X XXXXXXXX M.D. A MEDICAL CORPORATION
|
25,000
|
25,000
|
|||
77.
|
MMH
GROUP, LLC
|
47,900
|
47,900
|
|||
78.
|
XXX
FBO XXXXXX XXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
79.
|
XXXXX
XXXXX
|
37,500
|
37,500
|
|||
80.
|
XXXXXX
XXXXXX
|
25,000
|
25,000
|
|||
81.
|
XXXXXXX
H & XXXXXXX X XXXX XXXXX REMAINDER UNITRUST UAD
06/07/05
|
50,000
|
50,000
|
|||
82.
|
XXX
FBO XXX XXXX XXXXXXXX LLC AS CUSTODIAN
|
31,000
|
31,000
|
|||
83.
|
XXXX
XXXXXXX
|
50,000
|
50,000
|
|||
84.
|
XXXXX
X X'XXXXX & XXXXXXX XXXXX XXXXXX XX TEN
|
25,000
|
25,000
|
|||
85.
|
XXXXXX
A & XXXXXX X XXXXXXX LIVING TRUST 1 UAD 05/11/04
|
25,000
|
25,000
|
|||
86.
|
XXXXX
XXXXXXX & XXXXXXXX XXXXXXX JT TEN
|
25,000
|
25,000
|
|||
87.
|
XXXX
X XXXXXXXX & HENDRIKUS M XXXXXXXX XX TEN
|
100,000
|
100,000
|
|||
88.
|
X.X.
XXXXXXXXX PAINTING INC.
|
30,000
|
30,000
|
|||
89.
|
POM
INVESTMENTS LLC
|
50,000
|
50,000
|
|||
90.
|
XXXXX
XXXXXX RAVENEL III
|
125,000
|
125,000
|
|||
91.
|
M.
XXXX XXXX SELF EMPLOYED RETIREMENT PLAN #1
|
125,000
|
125,000
|
|||
92.
|
XXXX
XXXXXXX XXXXXXXXXXX & XXXXXX XXXXXXX XXXXXXXXXXX TEN
COM
|
25,000
|
25,000
|
|||
93.
|
XXXX
X XXXX TRUST UAD 03/25/94
|
25,000
|
25,000
|
|||
94.
|
XXXXXX
X XXXX XXX DTD 10/16/2009
|
25,000
|
25,000
|
|||
95.
|
XXXXXX
X XXXXXX & XXXXX X XXXXXX JT TEN
|
50,000
|
50,000
|
|||
96.
|
XXXXX
XXXXXXXXXX & XXXXX XXXXXXXXXX JT TEN
|
25,000
|
25,000
|
|||
97.
|
XXXXXXXX
X XXXXXXXX
|
25,000
|
25,000
|
|||
98.
|
XXXXXXXXXXX
XXXXXX SEPARATE PROPERTY TRUST UAD 11/05/99
|
25,000
|
25,000
|
|||
99.
|
XXXXX
X XXXXXXX & XXXXXX X XXXXXXX JT TEN
|
50,000
|
50,000
|
|||
100.
|
XXX
FBO XXXXXX XXXXXXX XXXXX PERSHING LLC AS
CUSTODIAN
|
25,000
|
25,000
|
|||
101.
|
XXXX
X XXXXX
|
37,500
|
37,500
|
|||
102.
|
XXXXXXX
X XXXXXXXXXXXX & XXXXX X XXXXXXXXXXXX JT TEN
|
25,000
|
25,000
|
|||
103.
|
XXX
FBO XXXXX XXXXXX XXXXXXXX LLC AS CUSTODIAN
|
125,000
|
125,000
|
|||
104.
|
SPONGBOB
VENTURES II LLC
|
25,000
|
25,000
|
|||
105.
|
XXX
X XXXXXXXX REVOCABLE TRUST UAD 02/06/01
|
50,000
|
50,000
|
106.
|
XXX
FBO XXXX XXXXXXX XXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
107.
|
XXX
FBO XXXXXXX XXXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
108.
|
XXX
FBO XXXXXX XXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
109.
|
XXX
FBO XXXXX X XXXXXXXXXX XXXXXXXX LLC AS CUSTODIAN
|
50,000
|
50,000
|
|||
110.
|
ABDOLHOSAYN
TASLIMI & SHIDAN XXXXXXX XX TEN
|
50,000
|
50,000
|
|||
111.
|
XXXXXX
X XXXXXXX
|
250,000
|
250,000
|
|||
112.
|
XXXX
XXXXXXX & SHIDAN XXXXXXX XX TEN
|
50,000
|
50,000
|
|||
113.
|
XXXXXX
XXXXXXX
|
250,000
|
250,000
|
|||
114.
|
XXXXXXX
X XXXXXXX
|
50,000
|
50,000
|
|||
115.
|
TRILLION
GROWTH CHINA LP
|
125,000
|
125,000
|
|||
116.
|
XXXXXX
XXXXXXXXX
|
25,000
|
25,000
|
|||
117.
|
XXX
FBO XXXXXXX X XXXXXX XXXXXXXX LLC AS CUSTODIAN
|
55,000
|
55,000
|
|||
118.
|
XXXXXXX
X XXXXXX
|
125,000
|
125,000
|
|||
119.
|
GRAMERCY
87 LLC
|
25,000
|
25,000
|
|||
120.
|
XXXXXXX
XXXXXXXXXXX FAMILY TRUST DTD 1/31/2008 UAD 01/31/08
|
50,000
|
50,000
|
|||
121.
|
XXXXXXX
XX & XXXXXX XXX JT TEN
|
25,000
|
25,000
|
|||
122.
|
XXXXXX
INVESTMENTS, LLC
|
250,000
|
250,000
|
|||
123.
|
XXXXX
XXXXXXX
|
25,000
|
25,000
|
|||
124.
|
XXX
FBO XXXX XXXXXX XXXX XXXXXXXX LLC AS CUSTODIAN
|
25,000
|
25,000
|
|||
125.
|
JAYHAWK
PRIVATE EQUITY II, L.P.
|
250,000
|
250,000
|
|||
126.
|
NORTH
MILITARY LTD
|
100,000
|
100,000
|
|||
127.
|
CHADDS
FORD LTD
|
25,000
|
25,000
|
|||
128.
|
CHARDAN
SPAC ASSET MANAGEMENT
|
75,000
|
75,000
|