EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
SMARTSERV ONLINE, INC.
AND
THE INVESTORS LISTED ON SCHEDULE A HERETO
SEPTEMBER 9, 2002
REGISTRATION RIGHTS AGREEMENT
-----------------------------
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of September 9, 2002, by and among (a) SmartServ Online, Inc., a
Delaware corporation (the "Company"), and (b) the purchasers of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), and warrants (the
"Warrants") pursuant to the Stock Purchase Agreement of even date herewith (the
"Purchase Agreement") among the Company and the purchasers listed on Schedule A
hereto (individually, a "Purchaser" and collectively, the "Purchasers").
R E C I T A L S
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WHEREAS, in order to induce the Purchasers to enter into the Purchase
Agreement, the Company has agreed to provide the Purchasers with the
registration rights set forth in this Agreement; and
WHEREAS, the execution of this Agreement is an express condition to the
closing under the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Purchase Agreement. As used in this
Agreement, the following capitalized terms shall have the following meanings:
"Affiliate" means a person that directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with, the Holder.
"Agreement" means this Registration Rights Agreement, as it hereinafter
may be amended from time to time.
"Closing Date" shall have the meaning set forth in Section 1.3 of the
Purchase Agreement.
"Common Stock" shall have the meaning set forth in the Preamble hereof.
"Company" shall have the meaning set forth in the Preamble hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as from time
to time amended.
"Holder" means a Purchaser or a Permitted Transferee of a Purchaser.
"Indemnified Company Party" means the Company, its directors and
officers and Affiliates.
"Indemnified Holder Party" means the Holder of Registrable Securities
and any officer, director or Affiliate of the Holder.
"Losses" means any losses, claims, damages, liabilities or expenses
(including reasonable attorneys' fees and disbursements).
"Misstatement" means an untrue statement of a material fact or an
omission to state a material fact required to be stated in a Registration
Statement or Prospectus or necessary to make the statements in a Registration
Statement, Prospectus or preliminary prospectus not misleading.
"Nasdaq" means The Nasdaq Stock Market.
"Permitted Transferee" shall have the meaning set forth in Section 7.10
of the Purchase Agreement.
"Person" means a natural person, partnership, corporation, limited
liability company, business trust, association, joint venture or other entity or
a government or agency or political subdivision thereof.
"Prospectus" means the prospectus included in any Registration
Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated
by reference in such prospectus.
"Purchase Agreement" shall have the meaning set forth in the Preamble
hereof.
"Purchased Shares" means the Common Stock included in the Units
purchased by the Purchaser pursuant to the Purchase Agreement.
"Purchaser" shall have the meaning set forth in the Preamble hereof.
"Registrable Securities" means (a) any Purchased Shares and any Common
Stock hereafter acquired on exercise of the Warrants by the Holder (if such
stock is not already registered with the SEC) and (b) any securities issued or
issuable with respect to such Purchased Shares or Common Stock referred to in
clause (a) above by way of a stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or
reorganization. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (i) a Registration Statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such Registration Statement, (ii) such securities shall have been sold
pursuant to Rule 144 (or any successor provision) under the Securities Act or
are eligible for sale under Rule 144(k) (or any successor provision) without
being subject to any volume limitation, (iii) such securities shall have been
otherwise transferred to a person who is not a Permitted Transferee, or (iv)
such securities shall have ceased to be outstanding.
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"Registration Expenses" means the out-of-pocket expenses of a
Registration Statement, including:
(1) all registration and filing fees (including, without limitation,
fees with respect to filings required to be made with the
National Association of Securities Dealers);
(2) fees and expenses of compliance with securities or blue sky laws
(including, without limitation, fees and disbursements of counsel
for the underwriters in connection with blue sky qualifications
of the Registrable Securities and determinations of their
eligibility for investment under the laws of such jurisdictions
as the managing underwriters may designate);
(3) printing, messenger, telephone and delivery expenses;
(4) fees and disbursements of counsel for the Company and of
XxXxxxxxxx, Keen & Xxxxxxx or such other firm of attorneys
selected by all of the selling Holders of Registrable Securities;
(5) fees and disbursements of all independent certified public
accountants of the Company incurred in connection with such
Registration;
(6) premiums and other costs of securities acts liability insurance
if the Company so desires; and
(7) fees and expenses of any other Persons retained by the Company.
"Registration Statement" means any registration statement under the
Securities Act on an appropriate form (to the extent such form shall be
available for the sale of the Registrable Securities in accordance with the
intended method or methods of distribution thereof and shall include all
financial statements required by the SEC to be filed therewith) which covers
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements to such registration statement, and
all exhibits to and all material incorporated by reference in such registration
statement.
"Securities Act" means the Securities Act of 1933, as from time to time
amended.
"SEC" means the Securities and Exchange Commission.
"Units" means the Common Stock and the Warrants.
"Warrants" shall have the meaning set forth in the Preamble hereof.
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2. TIMING OF REGISTRATION.
The Company shall prepare and deliver to the Holders, (a) on or before
the seventh (7th) day after the Closing Date, and (b) on or before the thirtieth
(30th) day after each exercise of a Warrant if (i) the Common Stock issued upon
the exercise of such Warrant is not registered with the SEC and (ii) a
Registration Statement of the Company is not effective at such time of exercise
or ceases to be effective within one (1) year after such exercise (or until all
Registrable Securities have been sold by the Holders), and, as promptly as
practicable after the approval of the Holders, file with the SEC a Registration
Statement on Form S-3, unless the Company does not qualify for use of Form S-3
in such registration, in which case the Registration Statement shall be on such
form as is then available to effect a registration for resale of all of the
Registrable Securities. The Registration Statement (and each amendment or
supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided to (and subject to the approval of) the Holders and their
counsel prior to its filing or other submission (such approval not to be
unreasonably withheld or delayed). The Holders shall be deemed to have approved
of the Registration Statement (and each amendment or supplement thereto) if they
have not objected to such Registration Statement (or any amendment or supplement
thereto) within three (3) business days after the same has been delivered to the
Holders.
3. REGISTRATION PROCEDURES.
In connection with the Company's registration obligations under Section
2, the Company will effect the registration for resale of the Registrable
Securities in accordance with the intended plan of distribution thereof. The
Company will as expeditiously as practicable:
(a) prepare and deliver to the Holders (i) no later than the seventh
(7th) day after the Closing Date, and (ii) if (x) the Common Stock issued upon
the exercise of such Warrant is not registered with the SEC at the time of such
exercise and (y) a Registration Statement of the Company is not effective at the
time of such exercise or ceases to be effective within one (1) year after such
exercise (or until all Registrable Securities have been sold by the Holders), no
later than the thirtieth (30th) day after each exercise of a Warrant, a
Registration Statement (or an amendment to a currently effective Registration
Statement) with respect to such Registrable Securities, use its commercially
reasonable best efforts to cause such Registration Statement to become effective
no later than the sixtieth (60th) day following the filing thereof and use its
commercially reasonable best efforts to cause it to remain continuously
effective until the earlier of (i) the date one (1) year from the date such
Registration Statement was declared effective (or from the date of such
amendment to a currently effective Registration Statement), and (ii) the date
the last of the Registrable Securities covered by such Registration Statement
have been sold; provided, that before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Company shall furnish
to the Holders of Registrable Securities covered by such Registration Statement
draft copies of all such documents proposed to be filed, which documents will be
subject to review by the Holders, and the Company shall not file any
Registration Statement or amendment thereto or any Prospectus or any supplement
thereto to which the Holders of Registrable Securities shall reasonably object.
As promptly as
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practicable following the approval of the Holders, the Company shall file the
Registration Statement with the SEC;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement, and such supplements to the
Prospectus, as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act
or rules and regulations thereunder to keep the Registration Statement effective
until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such
Registration Statement or supplement to the Prospectus;
(c) promptly, following its actual knowledge thereof, notify the
selling Holders of Registrable Securities, and (if requested by any such Person)
confirm such advice in writing,
(1) when the Prospectus or any supplement or post-effective
amendment has been filed, and, with respect to the Registration Statement
or any post-effective amendment, when the same has become effective,
(2) of any written request by the SEC for amendments or supplements
to the Registration Statement or the Prospectus or for additional
information,
(3) of the issuance by the SEC or any other governmental authority
of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose,
(4) of the receipt by the Company of any written notification with
respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose, and
(5) of the existence of any fact which results in the Registration
Statement, the Prospectus or any document incorporated therein by reference
containing a Misstatement;
(d) use its commercially reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of the Registration
Statement at the earliest practicable time;
(e) furnish to each of the selling Holders of Registrable Securities
and to XxXxxxxxxx, Keen & Xxxxxxx, or such other firm of attorneys as selected
by all of such Holders, without charge, one (1) copy of the signed Registration
Statement including any supplements and post-effective amendments thereto,
including financial statements and schedules, all documents incorporated therein
by reference and all exhibits (including those incorporated by reference);
(f) deliver to the selling Holders of Registrable Securities, without
charge, as many copies of each Prospectus (and each preliminary prospectus) as
such Persons may
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reasonably request (the Company hereby consenting to the use of each such
Prospectus (or preliminary prospectus) by the selling Holders of Registrable
Securities in connection with the offering and sale of the Registrable
Securities covered by such Prospectus (or preliminary prospectus));
(g) use all commercially reasonable efforts to register or qualify or
cooperate with the selling Holders of Registrable Securities and their
respective counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue sky laws
of such jurisdictions as such Holders may reasonably request in writing;
provided, that the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;
(h) use its commercially reasonable best efforts to cause the
Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Registrable Securities;
(i) if the Registration Statement or the Prospectus contains a
Misstatement, promptly upon the Company's discovery of such Misstatement,
prepare a supplement or post-effective amendment to the Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not contain a
Misstatement;
(j) use its best efforts to cause all such Registrable Shares covered
by the Registration Statement to be listed or quoted on the principal securities
exchange (including Nasdaq) on which similar securities issued by the Company
are then listed or quoted;
(k) otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC relating to such Registration; and
(l) upon reasonable notice and at reasonable times during normal
business hours, make available for inspection by a representative of the Holders
and any attorney or accountant retained by the Holders, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the officers, directors and employees of the Company to supply all information
reasonably requested by any such representative, attorney or accountant, in each
case in connection with such Registration Statement; provided, however, that any
records, information or documents that are designated by the Company in writing
as confidential at the time of delivery of such records, information or
documents will be kept confidential by those persons.
4. REGISTRATION EXPENSES.
The Company shall bear all Registration Expenses incurred in connection
with any Registration Statement. The Company also will pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting
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duties), the expense of any annual audit, the fees and expenses incurred in
connection with any listing of the securities to be registered on a securities
exchange or the National Association of Securities Dealers, Inc., and the fees
and expenses of any Person, including special experts, retained by the Company.
5. INDEMNIFICATION.
(a) Company Indemnification.
-----------------------
The Company shall indemnify and hold harmless each Indemnified
Holder Party against any Losses, to which such Indemnified Holder Party may
become subject under the Securities Act or any other applicable law, insofar as
such Losses (or actions in respect thereof) arise out of or are based upon (i)
any alleged untrue statement of any material fact contained, on the effective
date thereof, in any Registration Statement under which securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (ii)
any alleged omission to state therein a material fact required to be stated or
necessary to make the statements therein not misleading, except insofar as such
Losses are primarily caused by any such actual or alleged untrue statement or
omission so made in conformity with information furnished in writing to the
Company by such Indemnified Holder Party seeking indemnification expressly for
use therein, or (iii) any violation by the Company of any federal or state rule
or regulation applicable to the Company and relating to action required of or
inaction by the Company in connection with any such registration; provided,
however, that the Company shall not be liable to an Indemnified Holder Party for
any untrue statement included in any Prospectus, which statement has been
corrected in writing by the Company in an amended or supplemented Prospectus
filed with the SEC before the sale from which such Loss occurred.
(b) Holders' Indemnification.
------------------------
In connection with any Registration Statement in which the Holders
of Registrable Securities are participating, each Holder so participating will
indemnify and hold harmless each Indemnified Company Party against any Losses to
which the Company or any Indemnified Company Party may become subject, insofar
as such Losses (or actions in respect thereof) arise out of or are based
primarily upon information in writing furnished to the Company by such Holder of
Registrable Securities expressly for use in (and such information is contained
in) any registration statement under which securities were registered under the
Securities Act at the request of the Holders of Registrable Securities, any
preliminary prospectus or final prospectus contained therein or any amendment or
supplement thereto. Notwithstanding the provisions of this paragraph (b) or
paragraph (d) below, no Holder of Registrable Securities shall be required to
indemnify any Person pursuant to this Section 5 or to contribute pursuant to
paragraph (d) below in an amount in excess of the amount of the aggregate net
proceeds received by such Holder of Registrable Securities in connection with
any such Registration Statement under the Securities Act.
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(c) Procedure.
---------
Promptly after receipt by any indemnified party of a notice of a
claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying party pursuant to this Section 5, such
indemnified party shall notify the indemnifying party in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified party and the indemnifying party shall have been notified thereof,
the indemnifying party shall be entitled to participate therein, and, to the
extent that it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to such indemnified party of the indemnifying party's
election to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof; provided,
however, that if there exists or shall exist a conflict of interest that would
make it inappropriate in the reasonable judgment of the indemnified party for
the same counsel to represent both the indemnified party and such indemnifying
party or any affiliate or associate thereof, the indemnified party shall be
entitled to retain its own counsel at the expense of such indemnifying party.
(d) Contribution.
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No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
6. EXCHANGE ACT REPORTING REQUIREMENTS.
The Company shall timely file such information, documents and reports
as the SEC may require or prescribe under the Exchange Act. In addition, the
Company shall file such other information, documents and reports as shall
hereafter be required by the SEC as a condition to the availability of Rule 144
under the Securities Act (or any successor provision).
The Company shall, upon reasonable request, (i) furnish the Holders of
Registrable Securities with (a) a written statement by the Company that it has
complied with such reporting requirements, (b) a copy of the most recent annual
or quarterly report of the Company, and (c) such other reports and documents
filed by the Company with the SEC as the Holders may reasonably request in
availing themselves of an exemption for the sale of Registrable Securities
without registration under the Securities Act pursuant to Rule 144 thereunder
and (ii) make such additional filings with the SEC as will enable the Holders to
make sales of the Registrable Securities pursuant to Rule 144.
7. SUSPENSION OF SALES.
Upon receipt of written notice from the Company that a Registration
Statement or Prospectus contains a Misstatement, the selling Holders of
Registrable Securities shall forthwith discontinue disposition of Registrable
Securities until the Holders have received copies of the supplemented or amended
Prospectus required by Section 3 hereof, or until the Holders are advised in
writing by the Company that the use of the Prospectus may be resumed, and, if so
directed by the Company, each Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in the
Holder's possession, of the Prospectus
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covering such Registrable Securities current at the time of receipt of such
notice. The Company shall use its commercially reasonable best efforts to
promptly (and in no event more than thirty (30) days) update the Registration
Statement so that the Misstatement is corrected.
8. TRANSFER OF REGISTRATION RIGHTS.
Neither this Agreement nor any of the rights or obligations hereunder
may be assigned (excluding any assignment by operation of law) by the Company
without the prior written consent of the Holders, which consent will not be
unreasonably withheld. The Holders of Registrable Securities may assign their
rights and obligations hereunder to any Person to which the applicable
Registrable Securities are assigned, without the prior consent of the Company or
any other person, provided that such assignment may only be to a Permitted
Transferee who is not a direct competitor of the Company. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns including any person to whom
Registrable Securities are transferred and any person with whom the Company may
merge and no other Person shall have any right, benefit or obligation hereunder.
The Company shall be given written notice by a Holder of Registrable Securities
at the time of any such transfer of such securities by such Holder stating the
name and address of the transferee, including a writing by such transferee to
the effect that such transferee agrees to be bound by the terms hereof and
identifying the securities with respect to which the rights hereunder are being
transferred.
9. MISCELLANEOUS.
(a) Remedies.
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The Holders of Registrable Securities, in addition to being
entitled to exercise all rights provided herein and granted by law, including
recovery of damages, shall be entitled to specific performance of their rights
under this Agreement and reasonable attorneys' fees and expenses in connection
with the exercise of such rights. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.
(b) No Inconsistent Agreements.
--------------------------
The Company shall not, on or after the date of this Agreement,
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders of Registrable Securities in this
Agreement or conflicts with the provisions hereof.
(c) Amendments and Waivers.
----------------------
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has
obtained the prior written consent of the Holders. The foregoing
notwithstanding, a waiver or consent to departure from the provisions hereof
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that relates exclusively to the rights of each Holder of Registrable Securities
whose shares are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by the Holders of a majority of the shares of
Registrable Securities being sold pursuant to such Registration Statement.
(d) Notices.
-------
Unless otherwise provided herein, any notice, request, instruction
or other document to be given hereunder by any party to the other shall be in
writing and delivered by hand-delivery or air courier guaranteeing overnight
delivery, as follows:
If to the Company: SmartServ Online, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Chief Financial Officer
Facsimile: (000) 000-0000
With a copy to: SmartServ Online, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: General Counsel
Facsimile: (000) 000-0000
And: Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP
The Chrysler Building
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
If to the Investors: To their respective addresses set forth
on Schedule A
All such notices, requests, instructions or other documents shall be deemed to
have been duly given at the time delivered by hand, if personally delivered or
on the next business day, if timely delivered to an air courier guaranteeing
overnight delivery.
(e) Counterparts.
------------
This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(f) Headings.
--------
The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.
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(g) Governing Law.
-------------
This Agreement shall be governed by and construed, interpreted and
the rights of the parties determined in accordance with the internal laws of the
State of Delaware, without regard to the conflict of law principles thereof,
except with respect to matters of law concerning the internal corporate affairs
of any corporate entity which is a party to or the subject of this Agreement,
and as to those matters the law of the jurisdiction under which the respective
entity derives its powers shall govern.
(h) Severability.
------------
In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(i) Facsimile Signature.
-------------------
A facsimile signature on this Agreement shall be considered the
same as an original.
(j) Entire Agreement.
----------------
This Agreement is intended by the parties as the final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein or therein with
respect to the registration rights granted by the Company with respect to the
securities sold pursuant to the Purchase Agreement. This Agreement supersedes
all prior agreements and understandings between the parties with respect to such
subject matter (including any prior agreements and understandings with respect
to registration rights regarding the Purchased Shares).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, as of the day and year first above written.
SMARTSERV ONLINE, INC.
By:______________________________________
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
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Name:
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Name:
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Name:
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Name:
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Name:
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Name:
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Name:
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SCHEDULE A
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Exhibit A
---------
Investor Number of Purchased Shares Aggregate Purchase Price
Xxx X. Xxxxxx 328,767 $300,000
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Xxxxxxxx Xxxxxx Trust 109,589 $100,000
Xxxxxx Xxxxxx, Trustee
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Xxxxxxxx Xxxxxx Trust 109,589 $100,000
Xxxxxx Xxxxxx, Trustee
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxx 273,972 $250,000
0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
SPH Investments 273,972 $250,000
FBO Xxxxxxx X. Xxxxxxxxxx
0000 Xx. Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx 438,356 $400,000
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
A and R Investments L.L.C. 109,589 $100,000
0000 Xxxxxxx Xxxx
Xx. Xxxxx, XX 00000
Xxxxxx X. Xxxxx 219,178 $200,000
000 Xxxxx Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
S & H Management, Inc. 273,972 $250,000
0000 X. Xx. Xxxxx
Xxxxxxxxxxx, XX 00000
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Xxxx Xxxx 164,383 $150,000
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxx X. Xxxxx 55,890 $51,000
000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxx 54,794 $50,000
0000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Crestview Capital Offshore 21,918 $20,000.50
Fund, Inc.
00 Xxxxxx Xxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Crestview Capital Fund II, LP 263,014 $240,000.90
00 Xxxxxx Xxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Crestview Capital Fund, LP 263,014 $240,000.90
00 Xxxxxx Xxxxx
Xxxxx X
Xxxxxxxxxx, XX 00000
Xxxxxx X. Xxxxxx XXX 109,589 $100,000
00 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxxx Investments 328,767 $300,000
0000 Xxxxx Xxxxxx
Xx. 000
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Xxxx Xxxxxx 219,178 $200,000
0000 Xxxxx Xxxxxx
Xx. 000
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
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Xxxxxx X. Erlbaum 109,589 $100,000
00 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Erlbaum Investments, L.P. 109,589 $100,000
00 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxxx Xxx-Xxx Xxxx 27,500 $25,093.75
00000 Xxxxxxx Xxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxx 20,000 $18,250
0000 Xxxxxxxx Xxxxx
Xxx Xxxxx, XX 00000
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TOTAL 3,884,209.00 $3,544,346.05
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