GUARANTY
Exhibit
10.9
FOR
VALUE RECEIVED, and in consideration of note purchases, loans made or to be
made
or credit otherwise extended or to be extended by the purchasers, as listed
on
Schedule A hereto, (the “Purchasers”) to or for the account of Flagship
Patient
Advocates,
Inc., a Delaware corporation (“Debtor”), from time to time and at any time and
for other good and valuable consideration and to induce the Purchasers, in
their
discretion, to purchase such notes, make such loans or other extensions of
credit and to make or grant such renewals, extensions, releases of collateral
or
relinquishments of legal rights as the Purchasers may deem advisable, each
of
the undersigned (and each of them if more than one, the liability under this
guaranty (“Guaranty”) being joint and several) (jointly and severally referred
to as “Guarantors”
or “the undersigned”) unconditionally guaranties to the Purchasers, its
successors, endorsees and assigns the prompt payment when due (whether by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of Debtor to the Purchasers and of all instruments of
any
nature evidencing or relating to any such obligations and liabilities upon
which
Debtor or one or more parties and Debtor is or may become liable to the
Purchasers, whether incurred by Debtor as maker, endorser, drawer, acceptor,
guarantor, accommodation party or otherwise, and whether due or to become due,
secured or unsecured, absolute or contingent, joint or several, and however
or
whenever acquired by the Purchasers, whether arising under, out of, or in
connection with (i) that certain Securities Purchase Agreement dated as of
January
30, 2006
by and between the Debtor and the Purchasers (the “Securities Purchase
Agreement”) and (ii) each Related Agreement referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and each Related
Agreement, as each may be amended, modified, restated or supplemented from
time
to time, are collectively referred to herein as the “Documents”), or any
documents, instruments or agreements relating to or executed in connection
with
the Documents or any documents, instruments or agreements referred to therein
or
otherwise, or any other indebtedness, obligations or liabilities of the Debtor
to the Purchasers, whether now existing or hereafter arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due
and
whether under, pursuant to or evidenced by a note, agreement, guaranty,
instrument or otherwise (all of which are herein collectively referred to as
the
“Obligations”), and irrespective of the genuineness, validity, regularity or
enforceability of such Obligations, or of any instrument evidencing any of
the
Obligations or of any collateral therefor or of the existence or extent of
such
collateral, and irrespective of the allowability, allowance or disallowance
of
any or all of the Obligations in any case commenced by or against Debtor under
Title 11, United States Code, including, without limitation, obligations or
indebtedness of Debtor for post-petition interest, fees, costs and charges
that
would have accrued or been added to the Obligations but for the commencement
of
such case. Terms not otherwise defined herein shall have the meaning assigned
such terms in the Securities Purchase Agreement. In furtherance of the
foregoing, the undersigned xxxxxx agrees as follows:
1. No
Impairment.
The Purchasers may at any time and from time to time, either before or after
the
maturity thereof, without notice to or further consent of the undersigned,
extend the time of payment of, exchange or surrender any collateral for, renew
or extend any of the Obligations or increase or decrease the interest rate
thereon, and may also make any agreement with Debtor or with any other party
to
or person liable on any of the Obligations, or interested therein, for the
extension, renewal, payment, compromise, discharge or release thereof, in whole
or in part, or for any modification of the terms thereof or of any agreement
between the Purchasers and Debtor or any such other party or person, or make
any
election of rights the Purchasers may deem desirable under the United States
Bankruptcy Code, as amended, or any other federal or state bankruptcy,
reorganization, moratorium or insolvency law relating to or affecting the
enforcement of creditors’ rights generally (any of the foregoing, an “Insolvency
Law”) without in any way impairing or affecting this Guaranty. This Guaranty
shall be effective regardless of the subsequent incorporation, merger or
consolidation of Debtor, or any change in the composition, nature, personnel
or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.
2. Guaranty
Absolute.
Subject to Section 5(c) hereof, each of the undersigned jointly and severally
guarantees that the Obligations will be paid strictly in accordance with the
terms of the Documents and/or any other document, instrument or agreement
creating or evidencing the Obligations, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such
terms
or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept
the full range of risk encompassed within a contract of “continuing guaranty”
which risk includes the possibility that Debtor will contract additional
indebtedness for which Guarantors may be liable hereunder after Xxxxxx’s
financial condition or ability to pay its lawful debts when they fall due has
deteriorated, whether or not Debtor has properly authorized incurring such
additional indebtedness. The undersigned acknowledge that (i) no oral
representations, including any representations to extend credit or provide
other
financial accommodations to Debtor, have been made by the Purchasers to induce
the undersigned to enter into this Guaranty and (ii) any extension of credit
to
the Debtor shall be governed solely by the provisions of the Documents. The
liability of each of the undersigned under this Guaranty shall be absolute
and
unconditional, in accordance with its terms, and shall remain in full force
and
effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by, any circumstance or occurrence whatsoever,
including, without limitation: (a) any waiver, indulgence, renewal, extension,
amendment or modification of or addition, consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or
any
other instruments or agreements relating to the Obligations or any assignment
or
transfer of any thereof, (b) any lack of validity or enforceability of any
Document or other documents, instruments or agreements relating to the
Obligations or any assignment or transfer of any thereof, (c) any furnishing
of
any additional security to the Purchasers or their assignees or any acceptance
thereof or any release of any security by the Purchasers or their assignees,
(d)
any limitation on any party’s liability or obligation under the Documents or any
other documents, instruments or agreements relating to the Obligations or any
assignment or transfer of any thereof or any invalidity or unenforceability,
in
whole or in part, of any such document, instrument or agreement or any term
thereof, (e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to
Debtor, or any action taken with respect to this Guaranty by any trustee or
receiver, or by any court, in any such proceeding, whether or not the
undersigned shall have notice or knowledge of any of the foregoing, (f) any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the undersigned.
Any amounts due from the undersigned to the Purchasers shall bear interest
until
such amounts are paid in full at the highest rate then applicable to the
Obligations. Obligations include post-petition interest whether or not allowed
or allowable.
3. Waivers.
(a) This
Guaranty is a guaranty of payment and not of collection. The Purchasers shall
be
under no obligation to institute suit, exercise rights or remedies or take
any
other action against Debtor or any other person or entity liable with respect
to
any of the Obligations or resort to any collateral security held by it to secure
any of the Obligations as a condition precedent to the undersigned being
obligated to perform as agreed herein and each of the Guarantors hereby waives
any and all rights which it may have by statute or otherwise which would require
the Purchasers to do any of the foregoing. Each of the Guarantors further
consents and agrees that the Purchasers shall be under no obligation to marshal
any assets in favor of Guarantors, or against or in payment of any or all of
the
Obligations. The undersigned hereby waives all suretyship defenses and any
rights to interpose any defense, counterclaim or offset of any nature and
description which the undersigned may have or which may exist between and among
the Purchasers, Debtor and/or the undersigned with respect to the undersigned’s
obligations under this Guaranty, or which Debtor may assert on the underlying
debt, including but not limited to failure of consideration, breach of warranty,
fraud, payment (other than cash payment in full of the Obligations), statute
of
frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction,
and usury.
(b) Each
of the undersigned further waives (i) notice of the acceptance of this Guaranty,
of the making of any such loans or extensions of credit, and of all notices
and
demands of any kind to which the undersigned may be entitled, including, without
limitation, notice of adverse change in Debtor’s financial condition or of any
other fact which might materially increase the risk of the undersigned and
(ii)
presentment to or demand of payment from anyone whomsoever liable upon any
of
the Obligations, protest, notices of presentment, non-payment or protest and
notice of any sale of collateral security or any default of any
sort.
4. Security.
All sums at any time to the credit of the undersigned and any property of the
undersigned in Purchasers possession or in the possession of any bank, financial
institution or other entity that directly or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with,
the Purchasers (each such entity, an “Affiliate”) shall be deemed held by the
Purchasers or such Affiliate, as the case may be, as security for any and all
of
the undersigned’s obligations to the Purchasers and to any Affiliate of the
Purchasers, no matter how or when arising and whether under this or any other
instrument, agreement or otherwise. The
Purchasers agree that any
and all present and future debts and obligations of Debtor to any of the
Purchasers are subordinated to the full payment and performance of, all present
and future debts and obligations of Debtor to Laurus Master Fund, Ltd.
(“Laurus”), and that no rights of subrogation may be enforced or exercised by
the Purchasers until the Debtor’s obligations have been indefeasibly paid in
full to Laurus.
5. Representations
and Warranties.
Each of the undersigned hereby jointly and severally represents and warrants
(all of which representations and warranties shall survive until all Obligations
are indefeasibly satisfied in full and the Documents have been irrevocably
terminated), that:
(a) Corporate
Status.
It is a corporation, partnership or limited liability company, as the case
may
be, duly formed, validly existing and in good standing under the laws of its
jurisdiction of formation indicated on the signature page hereof and has full
power, authority and legal right to own its property and assets and to transact
the business in which it is engaged.
(b) Authority
and Execution.
It has full power, authority and legal right to execute and deliver, and to
perform its obligations under, this Guaranty and has taken all necessary
corporate, partnership or limited liability company, as the case may be, action
to authorize the execution, delivery and performance of this
Guaranty.
(c) Legal,
Xxxxx and Binding Character.
This Guaranty constitutes its legal, valid and binding obligation enforceable
in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor’s rights and general
principles of equity that restrict the availability of equitable or legal
remedies.
(d) Violations.
The execution, delivery and performance of this Guaranty will not violate any
requirement of law applicable to it or any contract, agreement or instrument
to
which it is a party or by which it or any of its property is bound or result
in
the creation or imposition of any mortgage, lien or other encumbrance other
than
in favor of the Purchasers on any of their property or assets pursuant to the
provisions of any of the foregoing, which, in any of the foregoing cases, could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.
(e) Consents
or Approvals.
No consent of any other person or entity (including, without limitation, any
creditor of the undersigned) and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing
or
declaration with, any governmental authority is required in connection with
the
execution, delivery, performance, validity or enforceability of this Guaranty
by
it, except to the extent that the failure to obtain any of the foregoing could
not reasonably be expected to have, either individually or in the aggregate,
a
Material Adverse Effect.
(f) Litigation.
No litigation, arbitration, investigation or administrative proceeding of or
before any court, arbitrator or governmental authority, bureau or agency is
currently pending or, to the best of its knowledge, threatened (i) with respect
to this Guaranty or any of the transactions contemplated by this Guaranty or
(ii) against or affecting it, or any of its property or assets, which, in each
of the foregoing cases, if adversely determined, could reasonably be expected
to
have a Material Adverse Effect.
(g) Financial
Benefit.
It has derived or expects to derive a financial or other advantage from each
and
every loan, advance or extension of credit made under the Documents or other
Obligation incurred by the Debtor to the Purchasers.
(h) Solvency.
As of the date of this Guaranty, (a) the fair saleable value of its assets
exceeds its liabilities and (b) it is meeting its current liabilities as they
mature.
6. Acceleration.
(a) If
any breach of any covenant or condition or other event of default shall occur
and be continuing under any agreement made by Debtor or any of the undersigned
to the Purchasers, or either Debtor or any of the undersigned should at any
time
become insolvent, or make a general assignment, or if a proceeding in or under
any Insolvency Law shall be filed or commenced by, or in respect of, any of
the
undersigned, or if a notice of any lien, levy, or assessment is filed of record
with respect to any assets of any of the undersigned by the United States of
America or any department, agency, or instrumentality thereof, or if any taxes
or debts owing at any time or times hereafter to any one of them becomes a
lien
or encumbrance upon any assets of the undersigned in the Purchasers possession,
or otherwise, any and all Obligations shall for purposes hereof, at the
Purchasers option, be deemed due and payable without notice notwithstanding
that
any such Obligation is not then due and payable by Debtor.
(b) Each
of the undersigned will promptly notify the Purchasers of any default by such
undersigned in its respective performance or observance of any term or condition
of any agreement to which the undersigned is a party if the effect of such
default is to cause, or permit the holder of any obligation under such agreement
to cause, such obligation to become due prior to its stated maturity and, if
such an event occurs, the Purchasers shall have the right to accelerate such
undersigned’s obligations hereunder.
7. Payments
from Guarantors.
The Purchasers, in their sole and absolute discretion, with or without notice
to
the undersigned, may apply on account of the Obligations any payment from the
undersigned or any other guarantors, or amounts realized from any security
for
the Obligations, or may deposit any and all such amounts realized in a
non-interest bearing cash collateral deposit account to be maintained as
security for the Obligations.
8. Costs.
The undersigned shall pay on demand, all costs, fees and expenses (including
expenses for legal services of every kind) relating or incidental to the
enforcement or protection of the rights of the Purchasers hereunder or under
any
of the Obligations.
9. No
Termination.
This is a continuing irrevocable guaranty and shall remain in full force and
effect and be binding upon the undersigned, and each of the undersigned’s
successors and assigns, until all of the Obligations have been indefeasibly
paid
in full and the Purchasers obligation to extend credit pursuant to the Documents
has been irrevocably terminated. If any of the present or future Obligations
are
guarantied by persons, partnerships or entities in addition to the undersigned,
the death, release or discharge in whole or in part or the bankruptcy, merger,
consolidation, incorporation, liquidation or dissolution of one or more of
them
shall not discharge or affect the liabilities of any undersigned under this
Guaranty.
10. Recapture.
Anything in this Guaranty to the contrary notwithstanding, if the Purchasers
receive any payment or payments on account of the liabilities guaranteed hereby,
which payment or payments or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver, or any other party under any Insolvency Law,
common law or equitable doctrine, then to the extent of any sum not finally
retained by the Purchasers, the undersigned’s obligations to the Purchasers
shall be reinstated and this Guaranty shall remain in full force and effect
(or
be reinstated) until payment shall have been made to the Purchasers, which
payment shall be due on demand.
11. Books
and Records.
The books and records of the Purchasers showing the account between the
Purchasers and Debtor shall be admissible in evidence in any action or
proceeding, shall be binding upon the undersigned for the purpose of
establishing the items therein set forth and shall constitute prima facie proof
thereof.
12. No
Waiver.
No failure on the part of the Purchasers to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Purchasers of any
right, remedy or power hereunder preclude any other or future exercise of any
other legal right, remedy or power. Each and every right, remedy and power
hereby granted to the Purchasers or allowed it by law or other agreement shall
be cumulative and not exclusive of any other, and may be exercised by the
Purchasers at any time and from time to time.
13. Governing
Law; Jurisdiction; Waiver of Jury Trial.
(a) THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH
STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(b) THE
UNDERSIGNED HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE UNDERSIGNED, ON THE
ONE
HAND, AND THE PURCHASERS, ON THE OTHER HAND, PERTAINING TO THIS GUARANTY OR
TO
ANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY; PROVIDED,
THAT THE UNDERSIGNED ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO
BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW
YORK; AND FURTHER PROVIDED,
THAT NOTHING IN THIS GUARANTY SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
PURCHASERS FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER
JURISDICTION TO COLLECT THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE PURCHASERS. THE UNDERSIGNED EXPRESSLY SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND THE UNDERSIGNED HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED
UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS.
THE UNDERSIGNED HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL
ADDRESSED TO THE UNDERSIGNED AT THE ADDRESS SET FORTH BELOW ITS SIGNATURE HERETO
AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE
UNDERSIGNED’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID.
(c) THE
UNDERSIGNED DESIRES THAT ITS DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE UNDERSIGNED HERETO WAIVES ALL RIGHTS
TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE UNDERSIGNED
AND/OR THE PURCHASERS ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY
OR
THE TRANSACTIONS RELATED HERETO OR THERETO.
14. Understanding
With Respect to Waivers and Consents.
Each Guarantor warrants and agrees that each of the waivers and consents set
forth in this Guaranty is made voluntarily and unconditionally after
consultation with outside legal counsel and with full knowledge of its
significance and consequences, with the understanding that events giving rise
to
any defense or right waived may diminish, destroy or otherwise adversely affect
rights which such Guarantor otherwise may have against the Debtor, the
Purchasers or any other person or entity or against any collateral. If,
notwithstanding the intent of the parties that the terms of this Guaranty shall
control in any and all circumstances, any such waivers or consents are
determined to be unenforceable under applicable law, such waivers and consents
shall be effective to the maximum extent permitted by law.
15. Severability.
To the extent permitted by applicable law, any provision of this Guaranty which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction.
16. Amendments,
Waivers.
No amendment or waiver of any provision of this Guaranty nor consent to any
departure by the undersigned therefrom shall in any event be effective unless
the same shall be in writing executed by each of the undersigned directly
affected by such amendment and/or waiver and the Purchasers.
17. Notice.
All notices, requests and demands to or upon the undersigned shall be in writing
and shall be deemed to have been duly given or made (a) when delivered, if
by
hand, (b) three (3) days after being sent, postage prepaid, if by registered
or
certified mail, (c) when confirmed electronically, if by facsimile, or (d)
when
delivered, if by a recognized overnight delivery service in each event, to
the
numbers and/or address set forth beneath the signature of the
undersigned.
18. Successors.
The Purchasers may, from time to time, without notice to the undersigned, sell,
assign, transfer or otherwise dispose of all or any part of the Obligations
and/or rights under this Guaranty. Without limiting the generality of the
foregoing, the Purchasers may assign, or grant participations to, one or more
banks, financial institutions or other entities all or any part of any of the
Obligations. In each such event, the Purchasers, their Affiliates and each
and
every immediate and successive purchaser, assignee, transferee or holder of
all
or any part of the Obligations shall have the right to enforce this Guaranty,
by
legal action or otherwise, for its own benefit as fully as if such purchaser,
assignee, transferee or holder were herein by name specifically given such
right. The Purchasers shall have an unimpaired right to enforce this Guaranty
for its benefit with respect to that portion of the Obligations which the
Purchasers have not disposed of, sold, assigned, or otherwise
transferred.
19. Joinder.
It is understood and agreed that any person or entity that desires to become
a
Guarantor hereunder, or is required to execute a counterpart of this Guaranty
after the date hereof pursuant to the requirements of any Document, shall become
a Guarantor hereunder by (x) executing a Joinder Agreement in form and substance
satisfactory to the Purchasers, (y) delivering supplements to such exhibits
and
annexes to such Documents as the Purchasers shall reasonably request and (z)
taking all actions as specified in this Guaranty as would have been taken by
such Guarantor had it been an original party to this Guaranty, in each case
with
all documents required above to be delivered to the Purchasers and with all
documents and actions required above to be taken to the reasonable satisfaction
of the Purchasers.
20. Release.
Nothing except indefeasible payment in full of the Obligations shall release
any
of the undersigned from liability under this Guaranty.
21. Remedies
Not Exclusive.
The remedies conferred upon the Purchasers in this Guaranty are intended to
be
in addition to, and not in limitation of any other remedy or remedies available
to the Purchasers.
22. Limitation
of Obligations under this Guaranty.
Each Guarantor and the Purchasers (by their acceptance of the benefits of this
Guaranty) hereby confirm that it is its intention that this Guaranty not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Code, the Uniform Fraudulent Conveyance Act of any similar federal or state
law.
To effectuate the foregoing intention, each Guarantor and the Purchasers (by
their acceptance of the benefits of this Guaranty) hereby irrevocably agree
that
the Obligations guaranteed by such Guarantor shall be limited to such amount
as
will, after giving effect to such maximum amount and all other (contingent
or
otherwise) liabilities of such Guarantor that are relevant under such laws
and
after giving effect to any rights to contribution pursuant to any agreement
providing for an equitable contribution among such Guarantor and the other
Guarantors (including this Guaranty), result in the Obligations of such
Guarantor under this Guaranty in respect of such maximum amount not constituting
a fraudulent transfer or conveyance.
[REMAINDER
OF THIS PAGE IS BLANK.
SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
IN
WITNESS WHEREOF, this Guaranty has been executed by the undersigned as of the
date and year here above written.
PATIENTS
& PHYSICIANS, INC.
By:
/s/
Xxxx X.
Xxxxx
Name:Xxxx
X.
Xxxxx
Title:Chairman
and Chief Executive Officer
Address:
000
Xxxx Xxxxxx X., 00xx
Floor
Telephone:
(000)
000-0000
Facsimile:
(000)
000-0000
State
of Formation: Delaware
SCHEDULE
A
|
PURCHASERS
|
|
Xxxx.
X. Xxxxx
|
|
OldIron
Sports & Entertainment Company, Inc.
|
|
Xxxxxxxx
Xxxxxxxxxx, M.D.
|
|
Xxxxxx
Xxxxxx
|
|
Xxxxxxx
Xxxxx
|
|
Xxxxxx
Xxxxx
|
|
Xxxx
Xxxxxxx
|
|
Valhalla
Investment Partners, LP
|
|
Xxxxx
Xxxxxx, M.D.
|
|
Xxxx
Xxxxx, M.D.
|
|
Xxxxxx
Xxxxx
|
|
Xxxx
Xxxxxxxx
|
