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Exhibit 10.5
EXCHANGE OF BRIDGE DEBT
AND WARRANT TERMINATION AGREEMENT
THIS EXCHANGE OF BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT is
entered into as of the date set forth on the signature page hereof (the
"Agreement") between Cypress Bioscience, Inc. ("Parent") and the holders of
certain indebtedness and warrants of PRP, Inc. (the "Company") set forth on
Schedule I hereto (each a "Bridge Debtholder" and, collectively, the "Bridge
Debtholders"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Agreement and Plan of Merger and
Reorganization dated October 10, 1996 between Parent, Cypress Acquisition Sub,
Inc., a wholly-owned subsidiary of Parent ("Merger Sub") and the Company, a copy
of which is attached hereto as Exhibit A (the "Merger Agreement").
WHEREAS, this Agreement is entered into by the parties concurrently and
in connection with the Merger Agreement, whereby the Company and Merger Sub will
merge and the Company will be the surviving corporation;
WHEREAS, pursuant to the terms of the Merger Agreement, upon the
Closing, the Bridge Debtholders will (i) receive in exchange for all outstanding
indebtedness of the Company held by each such Bridge Debtholder as set forth on
Schedule I (the "Bridge Debt"), that number of Units of Parent set forth
opposite each such Bridge Debtholders' name on Schedule I, with such number of
Units being subject to adjustment pursuant to Section 3.1(a) hereof, and (ii) be
entitled to receive, in exchange for and in consideration of the surrender and
cancellation of all Company Warrants held by each Bridge Debtholder as reflected
on Schedule I, the percentage share to be paid to such Bridge Debtholders
pursuant to the Allocation Schedule (the "Allocation Percentage") of any
Earn-Out Payments and Milestone Payment paid by Parent to the Equity Holders, as
set forth in the Merger Agreement; and
WHEREAS, in order to induce Parent to enter into the Merger Agreement
and to proceed with the Merger, the parties hereto wish to provide for certain
undertakings to be carried out by each of the parties hereto.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. WAIVER OF PROHIBITIONS TO MERGER. Each Bridge Debtholder hereby
irrevocably waives any and all restrictions on and prohibitions to the Merger
and any of the transactions contemplated thereby contained in (i) any document
set forth on Schedule II hereto, and (ii) any other document or documents to
which each such Bridge Debtholder is a party and that relates to the
indebtedness of the Company to any of the Bridge Debtholders (such documents
referred to in clauses (i) and (ii) being collectively referred to herein as the
"Loan Documents").
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2. CONSENT TO MERGER. Each Bridge Debtholder hereby consents to the
Merger on substantially the terms set forth in the Merger Agreement attached as
Exhibit A hereto, with such consent being given pursuant to any requirement
contained in any Loan Documents, or otherwise. Each Bridge Debtholder agrees to
execute any necessary amendments, terminations, consents or waivers to or
required by the Loan Documents or Company Warrants held by each such Bridge
Debtholder in order to effectuate the Merger.
3. EXCHANGE OF BRIDGE DEBT AND TERMINATION OF COMPANY WARRANTS
3.1 EXCHANGE OF BRIDGE DEBT.
(a) At or prior to the Closing, Parent shall issue to
each Bridge Debtholder and each Bridge Debtholder shall accept, in exchange for
and in full satisfaction and settlement of all indebtedness (including accrued
and unpaid interest) owed by the Company to such Bridge Debtholder, that number
of Units set forth opposite such Bridge Debtholder's name on Schedule I hereto,
all upon the terms and conditions set forth in the Merger Agreement; provided,
however, that the number of Units to be issued to each Bridge Debtholder
pursuant to Schedule I shall be subject to adjustment for any accrued and unpaid
interest on the Bridge Debt as of the Closing Date and for any Units to be
issued to a Bridge Debtholder under Subsection (b) below.
(b) To the extent the cash balances of the Company as
of the Closing Date are insufficient to satisfy the aggregate amount of all
fees, costs and expenses which were incurred by the Company in connection with
the transactions contemplated by the Merger Agreement and actually paid by the
Company to (i) the Company's legal and accounting advisors, and (ii) the Bridge
Debtholders' legal advisors, each Bridge Debtholder shall advance sufficient
additional Bridge Debt not reflected on Schedule I (the "Additional Bridge
Debt"), on a pro rata basis, necessary to satisfy such fees, costs and expenses;
provided, however, that the aggregate amount of all Bridge Debt advanced
hereunder and pursuant to subsection (a) above shall in no event exceed
$4,800,000. Any Bridge Debtholder that advances Additional Bridge Debt under
this subsection (b) shall be entitled to receive that additional number of Units
(valued at $4.00 per Unit) equal to the quotient of (i) the aggregate amount of
all Additional Bridge Debt (including accrued and unpaid interest on such
Additional Bridge Debt) advanced by such Bridge Debtholder, and (ii) $4.00.
(c) No fractional shares of Parent Common Stock shall
be issued in connection with the satisfaction and settlement of the Bridge Debt
contemplated hereunder, and no certificates for any such fractional shares shall
be issued. In lieu of such fractional shares, any Bridge Debtholder who would
otherwise be entitled to receive a fraction of a share of Parent Common Stock
(after aggregating all shares of Parent Common Stock issuable to such Bridge
Debtholder) shall, upon surrender of such Bridge Debtholder's Company Promissory
Notes or an affidavit and indemnity agreement, as the case may be and as set
forth in Section 1.8(a) of the Merger Agreement, be paid in cash the dollar
amount (rounded to the nearest whole cent), without interest, determined by
multiplying such fraction by the closing sales price of Parent's Common Stock if
such Common Stock is quoted on the Nasdaq/NMS on the day immediately
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prior to the Closing Date (or, if not quoted on the Nasdaq/NMS, the average of
the bid and asked prices of Parent's Common Stock as quoted in the NASD
electronic interdealer quotation system).
3.2 TERMINATION OF COMPANY WARRANTS.
(a) Immediately prior to the Closing, all Company
Warrants held by each Bridge Debtholder shall be canceled and all rights and
obligations under such Company Warrants shall terminate and be of no further
force or effect. In exchange for and in consideration of such cancellation and
termination, each Bridge Debtholder shall be entitled to receive its respective
Allocation Percentage of any Earn-Out Payments and Milestone Payment that may be
made by Parent to the Equity Holders pursuant to the Merger Agreement. Such
Allocation Percentage is set forth in the Allocation Schedule. Any Milestone
Payment made by Parent to the Bridge Debtholders pursuant to the Merger
Agreement may be made, at the option of the Parent, in the form of cash, Parent
Common Stock or a combination of cash and Parent Common Stock, all in accordance
with Section 1.5(c) of the Merger Agreement.
(b) Each Bridge Debtholder, in its capacity as an
Equity Holder by virtue of such Bridge Debtholder's ownership of Company
Warrants, hereby agrees, severally, and not jointly, to the appointment of the
Equity Holders' Representatives to act as attorneys-in-fact of such Bridge
Debtholders in all matters relating to such Bridge Debtholder's rights as an
Equity Holder of the Company, all in accordance with and pursuant to Section 12
of the Merger Agreement.
3.3 DELIVERY OF COMPANY PROMISSORY NOTES AND COMPANY WARRANTS
INTO ESCROW. Contemporaneously with the signing of this Agreement, each Bridge
Debtholder shall deliver to Xxxxxx, XxXxxxxxx & Fish, LLP (the "Escrow Agent")
all Company Promissory Notes and all other evidences of indebtedness relating to
the Bridge Debt and all Company Warrants held by such Bridge Debtholder or its
affiliates (collectively, the "Escrowed Documents"). The Escrow Agent shall
maintain in escrow such Escrowed Documents. The Escrow Agent shall deliver the
Escrowed Documents to Parent upon the Closing of the Merger. In the event the
Merger is not consummated by November 15, 1996, the Escrow Agent shall promptly
return the Escrowed Documents to each respective Bridge Debtholder.
3.4 EXECUTION OF LOCK-UP AGREEMENTS. Contemporaneously with
the signing of this Agreement, each Bridge Debtholder shall sign a lock-up
agreement in the form of Exhibit B attached hereto.
4. REPRESENTATIONS AND WARRANTIES. Each of the Bridge Debtholders
hereby represent and warrant, severally, and not jointly, to and for the benefit
of Parent, as follows:
4.1 REPRESENTATION REGARDING BRIDGE DEBT AND COMPANY WARRANTS.
Schedule I hereto sets forth an accurate and complete list of (i) the names of
each Bridge Debtholder, (ii) the aggregate principal amount of all indebtedness
of the Company held by each Bridge Debtholder as of October 3, 1996, including
the applicable rate of interest on all such
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indebtedness, (iii) all Company Warrants held by each Bridge Debtholder, and
(iv) the number of Units to be received by each Bridge Debtholder in
cancellation of all outstanding principal on the Bridge Debt pursuant to Section
1.5(a) of the Merger Agreement. Schedule II sets forth each document or
instrument to which the Bridge Debtholders are a party that relate to the Bridge
Debt and the Company Warrants. None of the Bridge Debtholders have assigned,
transferred, conveyed, pledged or hypothecated, in whole or in part, any of the
Bridge Debt or Company Warrants or any interest therein. From the date of
signing this Agreement until the Effective Time, no Bridge Debtholder shall
exercise any Company Warrants.
4.2 POWER AND AUTHORITY. Each Bridge Debtholder has all
requisite power and authority, whether corporate or otherwise, to enter into
this Agreement and to carry out and perform all of its obligations under this
Agreement. All actions on the part of each Bridge Debtholder that are necessary
for the authorization, execution, delivery and performance of this Agreement
have been taken. This Agreement, when executed and delivered, shall constitute
the legal and binding obligations of the Bridge Debtholders enforceable against
each such Bridge Debtholder in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application relating to or affecting enforcement of creditor's rights
and by rules of law governing specific performance, injunctive relief or other
equitable remedies.
4.3 ACCREDITED INVESTOR. Each of the Bridge Debtholders is an
"accredited investor" within the meaning of Rule 501(a) of Regulation D as
promulgated under the Act, and is able to bear the risk of losing its entire
investment in Parent.
4.4 EXPERIENCE. Each Bridge Debtholder has, from time to time,
evaluated investments in companies in the early stages of development and has,
either individually or through the personal experience of one or more of its
current officers or partners, experience in evaluating and investing in such
companies. No Bridge Debtholder, if such Bridge Debtholder is an entity other
than an individual, was formed for the purpose of investing in Parent.
4.5 INVESTMENT. Each Bridge Debtholder is acquiring the Units
for investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof, and it has no present intention of
selling or distributing the Units or any of Parent Common Stock or warrants (the
"Parent Warrants") or shares subject to the Parent Warrants (the "Warrant
Shares") comprising the Units. Each Bridge Debtholder understands and
acknowledges that the Units (including the shares of Parent Common Stock, Parent
Warrants and Warrant Shares) to be issued to it have not been registered under
the Act and will be issued by reason of a specific exemption from the
registration provisions of the Act which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.
4.6 RULE 144. Each Bridge Debtholder acknowledges that, prior
to the time any of the Units held by such Bridge Debtholder have been registered
under the Act pursuant to Section 4 herein or otherwise, the Units being issued
to it must be held indefinitely until such registration or an exemption from
such registration is available. Each Bridge Debtholder is aware of the
provisions of Rule 144 promulgated under the Act which would permit limited
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resales of the Units subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market for the Units
(or for the shares of Parent Common Stock, Parent Warrants and Warrant Shares
comprising the Units), the availability of certain current public information
about Parent, the resale not occurring less than two years after a Bridge
Debtholder has properly acquired its Units, the sale being through a "broker's
transaction" or in transactions directly with a market maker (as provided by
Rule 144(f)) and the number of shares of Parent Common Stock, Parent Warrants or
Warrant Shares being sold during any three-month period not exceeding specified
limitations (unless the sale is within the requirements of Rule 144(k)).
4.7 ACCESS TO DATA. Each Bridge Debtholder has received a copy
of Parent's (i) Private Placement Memorandum dated September 3, 1996 and all
supplements thereto, (ii) Annual Report on Form 10-K/A for the year ended
December 31, 1995, (iii) Quarterly Report on Form 10-Q for the period ended
march 31, 1996, (iv) Quarterly Report on Form 10-Q for the period ended June 30,
1996, (v) Current Report on Form 8-K dated as of February 2, 1996, (vi) Current
Report on Form 8-K dated as of March 8, 1996, (vii) Current Report on Form 8-K
dated as of April 1, 1996, and (viii) Proxy Statement for the Annual Meeting of
Stockholders held on April 15, 1996. The documents set forth in subsections (i)
through (viii) are referred to herein as the "Public Disclosure Documents." Each
Bridge Debtholder has had an opportunity to review the Public Disclosure
Documents and has had an opportunity to obtain any additional information
necessary to verify the accuracy of the information given to such Bridge
Debtholder.
5. REGISTRATION RIGHTS. Notwithstanding the representations and
warranties set forth in Section 4 hereof, Parent has agreed to register all
Units (which includes the shares of Parent Common Stock, Parent Warrants and
shares of Parent Common Stock underlying the Parent Warrants that comprise the
Units) received by the Bridge Debtholders pursuant to Section 3.1 or Section 3.2
herein, under the Securities Act of 1933, as amended (the "Act"), in accordance
with the terms and subject to the conditions set forth in Section 11 of the
Merger Agreement. In addition, Parent shall provide to the Bridge Debtholders a
copy of the registration statement as soon as practicable after execution of
this Agreement and prior to filing.
6. RELEASE OF CLAIMS. Subject to and upon the consummation of the
Merger and the issuance to the Bridge Debtholders of the Units pursuant to
Section 3.1 and the rights granted under Section 3.2 hereof, each Bridge
Debtholder, for itself and for such Bridge Debtholder's predecessors,
successors, executors, administrators, heirs and estate, hereby irrevocably,
unconditionally and completely releases and forever discharges Parent and its
affiliates, successors or assigns from, and hereby irrevocably, unconditionally
and completely waives and relinquishes, any past, present or future dispute,
claim, controversy, demand, right, obligation, liability, action and cause of
action of every kind and nature that such Bridge Debtholder may have or acquire
under any of the Company Warrants or Loan Documents or in connection with any of
the Bridge Debt or indebtedness held by such Bridge Debtholder , except as
contemplated under this Agreement and the Merger Agreement with respect to the
rights granted hereunder and thereunder. Each Bridge Debtholder shall disclose
to Parent on Schedule III hereto any other obligations of the Company to such
Bridge Debtholder and any other claims such Bridge Debtholder may have against
the Company. Failure to disclose any such obligations or claims
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on Schedule III shall be deemed a release of such obligation or claim to the
full extent provided in this Section 6.
7. TERMINATION. This Agreement shall terminate upon the termination of
the Merger Agreement.
8. GENERAL
8.1 AMENDMENTS. This Agreement may not be amended, modified,
altered or supplemented other than by means of a written instrument duly
executed and delivered on behalf of Parent and, with respect to any Bridge
Debtholder, that Bridge Debtholder.
8.2 GOVERNING LAW. This Agreement shall be construed in
accordance with, and governed in all respects by, the internal laws of the State
of California (without giving effect to principles of conflicts of laws).
8.3 SEVERABILITY. In the event any provision of this
Agreement, or the application of any such provision to any party hereto or set
of circumstances, shall be determined to be invalid, unlawful, void or
unenforceable to any extent, the remainder of this Agreement, and the
application of such provision to parties or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not
be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law.
8.4 THIRD PARTY BENEFICIARIES. Subject to the limitations
contained in the Merger Agreement, the terms of the Merger Agreement, including
without limitation, the representations and warranties of Parent and Merger Sub
contained in the Merger Agreement, are intended to benefit the Bridge
Debtholders as third party beneficiaries and shall inure to and benefit such
Bridge Debtholders as third party beneficiaries.
8.5 ENTIRE AGREEMENT. This Agreement and the other agreements
referred to herein set forth the entire understanding of the parties hereto
relating to the subject matter hereof and thereof and supersede all prior
agreements and understandings among or between any of the parties relating to
the subject matter hereof and thereof.
8.6 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and, when taken
together, shall constitute one and the same instrument, provided that the
failure of any one or more Bridge Debtholders to execute this Agreement shall
not render this Agreement invalid with respect to any Bridge Debtholder who has
executed this Agreement.
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IN WITNESS WHEREOF, the undersigned parties have hereto caused this
Agreement to be executed as of the date set forth below.
CYPRESS BIOSCIENCE, INC.,
a Delaware corporation
By:___________________________________
Name:_________________________________
Title:________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
XXXXXX-XXXXXXXXX CAPITAL FOCUS, L.P.
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
DYNAMICS TECHNOLOGY, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
PLATELET PRODUCTS INTERNATIONAL, LTD.
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
CATO HOLDING COMPANY
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
12
BRIDGE DEBTHOLDER:
______________________________________
XXXXXX I-MON WU
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
13
BRIDGE DEBTHOLDER:
WHOLEGAINER COMPANY LIMITED
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
XXXXXX XXXXXXXXX & CO.
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
15
BRIDGE DEBTHOLDER:
______________________________________
XXXXX L. L. XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
16
BRIDGE DEBTHOLDER:
BATTLE XXXXXX LLP
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
______________________________________
XXXXXXX X. XXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
18
BRIDGE DEBTHOLDER:
______________________________________
XXXXX XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
19
BRIDGE DEBTHOLDER:
______________________________________
XXXX X. XXXXXXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
20
BRIDGE DEBTHOLDER:
______________________________________
XXXXXX X. XXXXXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
21
BRIDGE DEBTHOLDER:
______________________________________
XXXXXX X. XXXXXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
22
BRIDGE DEBTHOLDER:
______________________________________
XXXXXXX X. XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
23
BRIDGE DEBTHOLDER:
______________________________________
XXXXXXX X. XXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
24
BRIDGE DEBTHOLDER:
______________________________________
XXXXXX X. XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
25
BRIDGE DEBTHOLDER:
______________________________________
XXXXXX X. XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
26
BRIDGE DEBTHOLDER:
______________________________________
XXXXXXXX X. XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
27
BRIDGE DEBTHOLDER:
______________________________________
XXXXX XXXXXXXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
28
BRIDGE DEBTHOLDER:
______________________________________
XXXX X. XXXXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
______________________________________
XXXXX XXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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BRIDGE DEBTHOLDER:
______________________________________
XXXXXX XXXXXX
Date:_________________________________
SIGNATURE PAGE TO EXCHANGE OF
BRIDGE DEBT AND WARRANT TERMINATION AGREEMENT
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SCHEDULE I
BRIDGE DEBTHOLDERS, RELATED BRIDGE DEBT, COMPANY WARRANTS AND UNITS
AS OF OCTOBER 3, 1996
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Total Bridge Debt
Debtholder (including interest) Total Warrants Total Units (#)
-----------------------------------------------------------------------------------------------
Xxxxxx-Xxxxxxxxx Capital $1,981,188.36 1,289,012 495,297
Focus, L.P.
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Dynamics Technology, 1,092,321.79 767,738 273,080
Inc.
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Platelet Products 346,516.19 205,784 86,629
International, Ltd.
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Cato Holding Company 234,537.43 55,842 58,634
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Xxxxxx I-Mon Wu 232,339.74 164,713 58,084
-----------------------------------------------------------------------------------------------
Wholegainer Company 173,842.55 147,792 43,460
Limited
-----------------------------------------------------------------------------------------------
Xxxxxx-Xxxxxxxxx & Co. 120,633.18 72,560 30,158
-----------------------------------------------------------------------------------------------
Xxxxx L. L. Xxxxxx 106,960.29 213,921 26,740
-----------------------------------------------------------------------------------------------
Battle Xxxxxx LLP 53,561.46 60,884 13,390
-----------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxx 26,828.29 53,657 6,707
-----------------------------------------------------------------------------------------------
TOTAL $4,368,729.28 3,031,901 1,092,179
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SCHEDULE II
[LIST OF ALL DOCUMENTS UNDERLYING BRIDGE DEBT AND COMPANY WARRANTS]
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SCHEDULE III
[OTHER CLAIMS OF BRIDGE DEBTHOLDERS]
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
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EXHIBIT B
FORM OF LOCK-UP AGREEMENT
