Exhibit 10.1
LETTER AGREEMENT
This Letter Agreement (this "AGREEMENT") is entered into as of the ___
day of February, 2005 by and among Onstream Media Corporation, a Florida
corporation formerly known as Visual Data Corporation (the "Company"), and each
of the holders (each a "HOLDER" and collectively, the "HOLDERS") set forth on
Exhibit A attached hereto and incorporated herein by such reference.
R E C I T A L S
WHEREAS, each of the Holders is a holder of an Additional Investment
Right issued by the Company dated December 15, 2004 (each an "ADDITIONAL
INVESTMENT RIGHT" and collectively, the "ADDITIONAL INVESTMENT RIGHTS"); and
WHEREAS, each Holder wishes to (i) exercise their Additional Investment
Rights in the amounts set forth opposite their respective names on Exhibit A or
(ii) transfer their respective Additional Investment Rights to certain third
parties, in either case as each has indicated on the form attached hereto as
Exhibit B (the "ELECTION FORM") and incorporated herein by such reference which
has been delivered to the Company; and
WHEREAS, as consideration for such exercise or transfer, the Company is
willing to issue to each Holder certain Additional Warrants as described herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and each Holder
severally and jointly agree as follows.
In addition to the terms defined elsewhere in this Agreement, capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
that certain Securities Purchase Agreement (the "ORIGINAL PURCHASE AGREEMENT"),
dated as of June 8, 2004, by and among the Company and the Purchasers identified
therein, together with their successors and assigns (the "PURCHASERS" and
together with the Company, the "PARTIES"), as amended by (i) that certain First
Amendment to Securities Purchase Agreement (the "FIRST AMENDMENT") and (ii) that
certain Addendum to Securities Purchase Agreement (the "ADDENDUM" and
collectively with the Original Purchase Agreement and the First Amendment, the
"SECURITIES PURCHASE AGREEMENT") each dated as of October 15, 2004 by and among
the Parties.
SECTION 1
EXERCISE OF THE ADDITIONAL INVESTMENT RIGHT
THIS SECTION IS APPLICABLE ONLY TO THOSE HOLDERS WHO HAVE INDICATED THEIR
IMMEDIATE EXERCISE OF THEIR ADDITIONAL INVESTMENT RIGHTS BY CHECKING THE
APPROPRIATE BOX ON THE ELECTION FORM (EACH AN "EXERCISING HOLDER" AND
COLLECTIVELY, THE "EXERCISING HOLDERS") .
1.1. On the date hereof (for purposes of this Section 1, the "EXERCISE DATE"),
each Exercising Holder will deliver to the Company an Exercise Notice and the
applicable Exercise Price pursuant to the provisions of Paragraph 4(b) of its
Additional Investment Right.
1.2 On the Exercise Date and concurrently with the exercise by each Exercising
Holder's of its Additional Investment Right, pursuant to the provisions of
Section 1.1 hereof, the Company will grant to the Holder an additional warrant
(each an "ADDITIONAL WARRANT" and collectively, the "ADDITIONAL WARRANTS") in
substantially the form attached hereto as Exhibit C and incorporated herein by
such reference, and as further described in Section 3 hereof.
1.3 On or prior to the third Trading Day following the Exercise Date, the
Company will deliver to each Exercising Holder (i) the Additional Notes and
Additional Investment Right Warrants required to be delivered to such Holder
pursuant to the provisions of Paragraph 5(a) of its Additional Investment Right,
together with such legal opinions, certificates and other documents as may be
required in such section and (ii) the Additional Warrant granted to such
Exercising Holder on the Exercise Date.
1.4 The Company will include the shares of its common stock underlying the
Additional Notes, Additional Investment Right Warrants, Additional Warrants
issued to the Exercising Holders and any warrants issuable upon exercise of the
Additional Warrants in a registration statement on Form S-3 to be filed by the
Company with the Commission as soon as practicable following the date of this
Agreement, which such registration statement will be filed in accordance with,
and subject to, the terms and conditions set forth in Article VI of the
Securities Purchase Agreement, including the liquidated damages provision set
forth in Section 6.1(d) of the Securities Purchase Agreement.
SECTION 2
TRANSFER OF ADDITIONAL INVESTMENT RIGHTS
THIS SECTION IS APPLICABLE ONLY TO THOSE HOLDERS WHO HAVE INDICATED THEIR
TRANSFER OF THEIR ADDITIONAL INVESTMENT RIGHTS BY CHECKING THE APPROPRIATE BOX
ON THE ELECTION FORM (EACH A "TRANSFERRING HOLDER" AND COLLECTIVELY, THE
"TRANSFERRING HOLDERS").
2.1 On the date hereof (for purposes of this Section 2, the "TRANSFER DATE") and
in accordance with Paragraph 3 of the Additional Investment Rights, each
Transferring Holder will transfer such Holder's Additional Investment Right in
full to the individual or entity named on the Form of Assignment (in
substantially the form attached to the Additional Investment Right) delivered by
the Holder to the Company contemporaneously herewith. Upon such transfer, the
Holder shall have no further right, title or interest in or to such Holder's
Additional Investment Right.
2.2 On the Transfer Date and concurrently with the transfer by each Transferring
Holder's of its Additional Investment Right, pursuant to the provisions of
Section 2.1 hereof, the Company will grant to the Holder an Additional Warrant.
2.3 On or prior to the third Trading Day following the Transfer Date, the
Company will deliver to each Tranferring Holder the Additional Warrant granted
to such Tranferring Holder on the Transfer Date.
2.4 The Company will include the shares of its common stock underlying the
Additional Warrants issuable to the Transferring Holders and any warrants
issuable upon exercise of the Additional Warrants issued to the Transferring
Holders in a registration statement on Form S-3 to be filed by the Company with
the Securities and Exchange Commission as soon as practicable following the date
of this Agreement, which such registration statement will be filed in accordance
with, and subject to, the terms and conditions set forth in Article VI of the
Securities Purchase Agreement, including the liquidated damages provision set
forth in Section 6.1(d) of the Securities Purchase Agreement.
SECTION 3
ADDITIONAL WARRANTS
THIS SECTION IS APPLICABLE TO EXERCISING HOLDERS AND TRANSFERRING HOLDERS.
HOLDERS OTHER THAN EXERCISING HOLDERS AND TRANSFERRING HOLDERS ARE NOT ENTITLED
TO ANY ADDITIONAL WARRANTS.
3.1 In accordance with the provisions of Section 1 and Section 2 above, as
applicable, each Exercising Holder and Transferring Holder (together the
"ADDITIONAL WARRANT HOLDERS") will be issued an Additional Warrant to purchase
up to the number of shares of the Company's common stock set forth on Exhibit A
at the exercise price of $1.00 per share. The Additional Warrant will be
exercisable commencing on the Shareholder Approval Date (as hereinafter defined)
and ending one (1) year from the Shareholder Approval Date.
3.2 Upon exercise of the Additional Warrant, the holder thereof will be issued a
warrant to purchase up to the number of shares of common stock set forth on
Exhibit A at an exercise price of $1.65 per share (the "ADDITIONAL $1.65
WARRANT"). The Additional $1.65 Warrant will be exercisable for a five (5) year
period commencing on the issuance date thereof.
3.3 The Company shall seek, and use its best efforts to obtain as soon as
possible but in no event later than 90 days following the date hereof or 120
days in the event the proxy materials shall be reviewed by the Commission
shareholder approval of the issuance of the shares of common stock underlying
the Additional Warrants and the Additional $1.65 Warrants (the "Additional
Warrants Proposal"), which approval shall meet the requirements of Nasdaq's Rule
4350(i) of Nasdaq set forth in the NASD Manual (the "SHAREHOLDER APPROVAL
DATE").
3.4 As soon as practicable following the date of this Agreement, but in no event
less than 30 days following the date of this Agreement, the Company shall
prepare and file with the Commission proxy materials calling a special meeting
(the "SPECIAL MEETING") of its shareholders seeking approval of the Additional
Warrants Proposal. The Company shall use its reasonable best efforts to cause
such proxy materials to reach the "no further comment" stage as soon as possible
(the "CLEARANCE DATE") and to hold the Special Meeting as soon as possible
following the Clearance Date, but in no event later than 45 days following the
Clearance Date.
3.5 The Board of Directors shall recommend approval thereof by the Company's
shareholders. The Company shall mail and distribute its proxy materials for the
Special Meeting to its shareholders at least 30 days prior to the date of the
Special Meeting and shall actively solicit proxies to vote for the Additional
Warrants Proposal. The Company shall provide the Additional Warrant Holders an
opportunity to review and comment on such proxy materials by providing (which
may be by e-mail) copies of such proxy materials and any revised preliminary
proxy materials to the Additional Warrant Holders at least three (3) days prior
to their filing with the Commission. The Company shall provide the Additional
Warrant Holders (which may be by e-mail) copies of all correspondence from or to
the Commission or its staff concerning the proxy materials for the Special
Meeting promptly after the same is sent or received by the Company and summaries
of any comments of the Commission's staff which the Company receives orally
promptly after receiving such oral comments. The Company shall (i) furnish to
the Additional Warrant Holders and their Counsel (which may be by e-mail) a copy
of its definitive proxy materials for the Special Meeting and any amendments or
supplements thereto promptly after the same are first used, mailed to
shareholders or filed with the Commission, (ii) inform the Additional Warrant
Holders of the progress of solicitation of proxies for such meeting and (iii)
inform the Additional Warrant Holders of any adjournment of the Special Meeting
and shall report the result of the vote of shareholders on the Additional
Warrants Proposal at the conclusion of the Special Meeting.
3.6 If for any reason the Additional Warrants Proposal is not approved at the
Special Meeting, the Company will take such additional acts or actions as are
necessary to hold an additional Special Meeting to consider the Additional
Warrants Proposal and in conjunction therewith shall hire a nationally
recognized proxy solicitation firm, selected by the Additional Warrant Holders
which is reasonably satisfactory to the Company, to assist it in obtaining the
necessary shareholder votes to approve the Additional Warrants Proposal. The
Company shall bear all costs and expenses of the preparation and filing of any
and all proxy materials and Special Meetings, including but not limited to the
costs and expenses of the proxy solicitation firm if needed.
SECTION 4
THIS SECTION IS APPLICABLE TO ALL HOLDERS.
4.1 By its execution and delivery of this Agreement, each Holder hereby consents
to a modification in the exercise period of the Additional Investment Right as
set forth therein to provide that such right is immediately exercisable and not
conditioned upon the prior effectiveness of the registration statement
registering the underlying shares as provided in the Securities Purchase
Agreement.
4.2 By execution and delivery of this Agreement, each Holder hereby agrees that
no adjustment in the number of shares issuable upon exercise of the Warrants or
exercise price of the Warrants shall be made as a result of the exercise of the
Additional Investment Rights or the issuance of the Additional Warrants in
connection with this Agreement; provided that this provision shall not be
considered a waiver of the adjustment of the exercise price and number of shares
issuable upon exercise of the Warrants in respect of any Subsequent Placement
occurring at any time after the date hereof.
4.3 By execution and delivery of this Agreement, each Holder hereby consents to
a modification in the definition of Filing Date as set forth in the Securities
Purchase Agreement to mean the 60th day following the Closing Date, and upon
such modification waives any cash as partial liquidated damages to which such
Holder may be entitled pursuant to the provisions of Section 6.1(d) of the
Securities Purchase Agreement; provided that the waiver contained in this
Section 4.3 shall not apply to any cash as partial liquidated damages to which
such Holder may be entitled in the event the Company shall fail to file the
Registration Statement on or prior to the 60th day following the Closing Date.
4.4 By execution and delivery of this Agreement, each Holder hereby (a) agrees
that the definition of "Underlying Shares" set forth in Section 1.1 of the
Securities Purchase Agreement shall be deleted in its entirety and replaced by
the following:
""Underlying Shares" means the shares of Common Stock issuable (i) upon
conversion of the Initial Notes, (ii) upon exercise of the Warrants,
(iii) upon conversion of the Additional Notes issued upon exercise of
the Additional Investment Rights, (iv) upon exercise of the Additional
Investment Right Warrants issued upon exercise of the Additional
Investment Rights, (v) upon exercise of the Additional Warrants (for
purposes of this definition, the "ADDITIONAL WARRANTS") issued in
connection with the Letter Agreement dated as of February __, 2005 (for
purposes of this definition, the "LETTER AGREEMENT"), (vi) upon
exercise of the Additional $1.65 Warrants (as such term is defined in
the Letter Agreement) issued upon exercise of the Additional Warrants,
(vii) upon exercise of the Broker-Dealer Warrants (as such term is
defined in the Letter Agreement) and (viii) in satisfaction of any
other obligation of the Company to issue shares of Common Stock
pursuant to the Transaction Documents, and in each case, any securities
issued or issuable in exchange for or in respect of such securities."
and (b) consents to the inclusion of all of the Underlying Shares, including the
shares of the Company's common stock underlying the Additional Warrants, the
Additional $1.65 Warrants and the Broker-Dealer Warrants (as hereinafter
defined) in the registration statement to be filed with the Commission as soon
as practicable following the date of this Agreement, which such registration
statement will be filed in accordance with, and subject to, the terms and
conditions set forth in Article VI of the Securities Purchase Agreement,
including the liquidated damages provision set forth in Section 6.1(d) of the
Securities Purchase Agreement as amended in the Letter Agreement.
4.5 By execution and delivery of this Agreement, each Holder hereby consents to
the issuance by the Company of common stock purchase warrants to purchase up to
10% of the common stock underlying the Additional Investment Rights that will be
exercised in accordance with Section 1 hereof to certain NASD-member broker
dealers in connection herewith (the "BROKER-DEALER WARRANTS") which such
Broker-Dealer Warrants shall have an exercise price of $1.65 per share and a
term of five (5) years.
4.6 By execution and delivery of this Agreement, each Holder hereby waives
Section 4.6 of the Securities Purchase Agreement in respect of the transactions
contemplated by this Agreement; provided however that notwithstanding the
foregoing, other than the offer of Additional Warrants, Additional $1.65
Warrants and Broker-Dealer Warrants contemplated by this Agreement, any other
Subsequent Placement which may be offered by the Company to any Holder or any
holder of Broker-Dealer Warrants shall be subject to the provisions of Section
4.6 of the Securities Purchase Agreement.
4.7 By execution and delivery of this Agreement, each Holder hereby consents to
the Company filing articles of amendment to its Articles of Incorporation
increasing the number of authorized shares of the Company's Series A-10
Convertible Preferred Stock from 500,000 shares to 700,000 shares to provide for
the possible issuance of shares of Series A-10 Convertible Preferred Stock as
dividends on the Series A-10 Convertible Preferred Stock presently outstanding
in accordance with the designations, rights and preferences of such security.
4.8 By execution and delivery of this Agreement, each Holder hereby (a) agrees
that the Section 4.10(a) of the Securities Purchase Agreement shall be deleted
in its entirety and replaced by the following:
"At any time after the date of this Agreement, neither the Company nor
any Subsidiary of the Company shall incur any indebtedness, liability
or obligation that is senior to the Notes or pari passu with the Notes
in right of payment, whether with respect to interest or upon
liquidation or dissolution, or otherwise; provided, however, that
notwithstanding the foregoing, the Company may incur indebtedness
senior to the Notes in an amount not to exceed $1,500,000 solely for
the purpose of financing, leasing or otherwise (or refinancing or
renewal thereof) acquiring equipment and/or software to be used in the
business provided that (i) such indebtedness shall only be secured by a
Lien on the Collateral for which such indebtedness was incurred and
shall not extend to Collateral other than the property constituting
security therefor and (ii) the Company hereby agrees that it shall not
make a distribution of Common Stock or other forms of equity of the
Company to any lender providing such financing."
SECTION 5
MISCELLANEOUS
5.1 Notices. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective as described in the Securities Purchase Agreement.
5.2 Amendments; Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the
Company and each of the Holders or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either part to exercise any right hereunder in
any manner impair the exercise of any such right.
5.3 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. 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.
5.4 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Holders.
5.5 No Third-Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.
5.6 Governing Law; Venue; Waiver of Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement 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. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement (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, Borough of Manhattan. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan 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 any of this Agreement), 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
Agreement 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 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 Agreement or the transactions contemplated
hereby or thereby. If either party shall commence an action or proceeding to
enforce any provisions of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable
attorneys fees and other reasonable costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.
5.6 Execution. This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
5.7 Severability. If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.
5.8 Independent Nature of Holders' Obligations and Rights. The obligations of
each Holder under this Agreement are several and not joint with the obligations
of any other Holder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder under this Agreement. The
decision of each Holder pursuant to this Agreement has been made by such Holder
independently of any other Holder and independently of any information,
materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Company which may have been made or given by any
other Holder or by any agent or employee of any other Holder, and no Holder or
any of its agents or employees shall have any liability to any other Holder (or
any other person) relating to or arising from any such information, materials,
statements or opinions. Nothing contained herein or in any Transaction Document,
and no action taken by any Holder pursuant thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement. The Company hereby confirms that it
understands and agrees that the Holders are not acting as a "group" as that term
is used in Section 13(d) of the Securities Exchange Act of 1934. Each Holder
acknowledges that no other Holder has acted as agent for such Holder in
connection with making its investment hereunder and that no other Holder will be
acting as agent of such Holder in connection with monitoring its investment
hereunder. Each Holder shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose. Each Holder represents that
it has been represented by its own separate legal counsel in its review and
negotiations of this Agreement and that Proskauer Rose LLP represents only
Vertical Ventures, LLC in connection with this Agreement.
5.9 Fees and Expenses. On or prior to the date of this Agreement, the Company
shall pay to Vertical Ventures, LLC an aggregate of $10,000 for their legal fees
and expenses incurred in connection with the preparation and negotiation of this
Agreement, of which $10,000 has been previously paid by the Company to Vertical
Ventures, LLC. Except as expressly set forth in herein to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the negotiation, preparation, execution, delivery and performance of this
Agreement. The Company shall pay all transfer agent fees, stamp taxes and other
taxes and duties levied in connection with the issuance of any Securities,
including the Additional Warrants, Additional $1.65 Warrants and the
Broker-Dealer Warrants.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first above
written.
The Company:
ONSTREAM MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
The Holders:
Alpha Capital, AG
By: ______________________
Its: ______________________
--------------------------
Xxxx Xxxxxx
Fennmore Holdings LLC
By: ______________________
Its: ______________________
Omicron Master Trust
By: ______________________
Its: ______________________
TCMP3 Partners LLP
By: ______________________
Its: ______________________
Whalehaven Fund Limited
By: ______________________
Its: ______________________
Xxxxxxxxxxx XX
By: ______________________
Its: ______________________
DKR Soundshore Strategic
Holding Fund Ltd.
By: ______________________
Its: ______________________
DKR Soundshore Oasis
Holding Fund Ltd.
By: ______________________
Its: ______________________
Vertical Ventures, LLC
By: ______________________
Its: ______________________
BL Cubed, LLC
By: ______________________
Its: ______________________
------------------------
Xxxx X. Xxxxx
------------------------
Xxxxxxx Xxxx
------------------------
Xxxxxx Xxxxxxxx
-------------------------
Xxxx Xxxxxxx
Trinity Financing Investments Corp.
By: ______________________
Its: ______________________
-------------------------
Xxxx Xxxxxx
--------------------------
Xxxxxx Xxxxx
--------------------------
Xxxxxxxxx XxXxxx
Exhibit A
Additional Warrants
Name of Holder Additional Investment Right # of $1.00 Warrant # of $1.65 Warrants
-------------- --------------------------- ------------------ -------------------
Alpha Capital AG $250,000 250,000 125,000
Xxxx Xxxxxx $150,000 150,000 75,000
Fennmore Holdings LLC $450,000 450,000 225,000
Omicron Master Trust $175,000 175,000 87,500
TCMP3 Partners LLP $ 50,000 50,000 25,000
Whalehaven Fund Limited $ 50,000 50,000 25,000
Xxxxxxxxxxx XX $100,000 100,000 50,000
DKR Soundshore Strategic Holding Fund Ltd. $ 60,000 60,000 30,000
DKR Soundshore Oasis Holding Fund Ltd. $240,000 240,000 120,000
Vertical Ventures, LLC $112,500 112,500 56,250
BL Cubed, LLC $125,000 125,000 62,500
Xxxx X. Xxxxx $ 50,000 50,000 25,000
Xxxxxxx Xxxx $ 25,000 25,000 12,500
Xxxxxx Xxxxxxxx $ 12,500 12,500 6,250
Xxxx Xxxxxxx $ 25,000 25,000 12,500
Trinity Financing Investments Corp. $ 50,000 50,000 25,000
Xxxx Xxxxxx $ 25,000 25,000 12,500
Xxxxxx Xxxxx $ 25,000 25,000 12,500
Xxxxxxxxx XxXxxx $200,000 200,000 100,000
Exhibit B
FORM OF ELECTION OF EXERCISE OR TRANSFER
PLEASE CHECK THE APPROPRIATE BOX:
[ ] I wish to immediately exercise my Additional Investment Right in the amount
set forth on Exhibit A opposite my name (the "Holder's Additional Investment
Right"). In conjunction with my exercise, the Company will issue me Additional
Warrants as described Section 1.1 hereof.
[ ] I wish to transfer my Holder's Additional Investment Right pursuant to the
provisions of Paragraph 12(a) of the Additional Investment Right. In conjunction
with my transfer, the Company will issue me Additional Warrants as described
Section 2 hereof. A copy of the Form of Assignment is attached hereto.
[ ] I do not wish to exercise my Additional Investment Right. I understand that
I will not be entitled to any Additional Warrants.
HOLDER:
By: ______________________________
Name:
