XXXXXX TRAFFIC SYSTEMS, INC.
SUBSCRIPTION AGREEMENT
Xxxxxx Traffic Systems, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attn: Mr. Xxxxx Xxx, Chief Executive Officer
Gentlemen:
The undersigned subscriber (the "Subscriber") is a
member of the Xxxxxxx-Xxxxxx Group Voting Trust (the "CWG") and
acknowledges having been advised by Xxxxxx Traffic Systems, Inc.,
a Delaware company (the "Company"), that:
(a) The Company was organized on January 1, 1997, for the
principal purpose of utilizing the licensed neural network and
image-processing technology of Xxxxxx, Inc. ("Xxxxxx") of which
the Company is presently a wholly-owned subsidiary, to develop
products that use video cameras or other sensors to monitor
traffic flow, to send traffic data to a central traffic
operations center and for the purpose of completing the
development of the Company's CrossingGuardr products and funding
the rollout of such products. The business of the Company is
described in a business plan of the Company dated February 1,
1999 ("Business Plan"), receipt of which is hereby acknowledged
by the Subscriber.
(b) In order to finance the transactions contemplated by the
Business Plan, and to create available working capital for the
Company, the Company has offered for sale (the "Private
Placement") to members of the CWG security interests in the
Company (the "Shares"), such Shares to be issued in consideration
for the payment by the Subscriber.
(c) The sale of the Shares will be consummated no later than
March 25, 1999 (the "Closing Date").
(d) The Shares are being offered and sold in the Private
Placement pursuant to an exemption from the registration
requirements of Section 5 of the Securities Act of 1933, as
amended (the "Act"), by reason of the provisions of Section 4 (2)
of the Act and Rule 506 of Regulation D promulgated thereunder
and only to "accredited investors" as defined in Section 501 of
Regulation D.
(e) Upon Closing, but prior to the exercise of the Option
(described in paragraph 1 below) in full by the Subscribers, the
Board of Directors of the Company shall consist of a maximum of
seven members: three members designated by Xxxxxx, three members
designated by CWG, and Xxxxx Xxx serving as the seventh member,
and the Chairman of the Board will be designated by CWG during
this period. After exercise or expiration of the Option the
seven member limitation shall be terminated.
Accordingly, the Subscriber is writing to advise you of the
following terms and conditions under which the Subscriber hereby
offers to subscribe (the "Offer") to participate in the Private
Placement and thereby acquire the Shares in (and become a
Stockholder of) the Company.
1. Subscription Payment
(a) Subject to the terms and conditions set forth in this
Agreement (the "Subscription Agreement"), the Subscriber hereby
tenders this Offer to purchase the Shares in the Company in the
amount set forth in this paragraph 1 and on the signature page
hereto (the "Subscription Amount"). Subject to the provisions of
this Subscription Agreement, the Subscriber agrees as follows:
(i) to purchase, and the Company will sell, (Shares) shares of
common stock, $.01 par value, of the Company (the "Initial
Shares") on or before March 25, 1999 (the "Closing"), and such
Initial Shares will represent an aggregate of approximately
(Percentage)% of the then issued and outstanding 360,000 shares
of common stock of the Company (Xxxxxx holds 225,000 shares
(62.5%)), in consideration of payment to the Company of the sum
of (Amount); (ii) for valuable consideration, the receipt of
which is hereby acknowledged, on or before January 31, 2000 the
CWG has the right to purchase in whole, but not in part
("Option"), 87,500 additional shares of common stock, $.01 par
value, of the Company ("Additional Shares") in consideration of
the payment to the Company of an aggregate sum of $1,750,000, a
copy of such Option is attached as Schedule A; (iii) upon
exercise in whole of the Option and payment in full of the
Additional Shares, the Subscriber will be issued an additional
(Initial_Shars) Initial Shares such that the total Initial Shares
held by the Subscriber will represent approximately (Percentage)%
of the issued and outstanding 500,000 shares of Common Stock as
of the date of Option exercise. Upon exercise of the Option in
full by CWG, the Subscriber has the right to purchase, for $20
per Additional Share, (Addl_Shares) Additional Shares in the
Option in whole or in part, provided that: (a) if Subscriber
elects not to purchase the (Addl_Shares) Additional Shares in
full, any unpurchased Additional Shares will be offered to the
CWG pro-rata to those CWG members who exercised their options in
full, or (b) if Subscriber elects to purchase his Additional
Shares in full, Subscriber will be offered any unpurchased shares
of other CWG members pro-rata with all other CWG members who
subscribed to Additional Shares in full. Subscriber hereby
acknowledges that if the CWG fails to exercise the Option in
whole, no additional Initial Shares and no Additional Shares will
be issued, leaving 360,000 shares outstanding with Xxxxxx holding
225,000 and the CWG holding 135,000. If the CWG exercises its
full Option, total outstanding shares will be 500,000; giving
effect to the issuance of such Initial and Additional Shares,
Xxxxxx will hold 225,000 shares (45%), and the CWG, including the
Subscriber, will hold 187,500 Initial Shares (37.5%) and 87,500
Additional Shares (17.5%).
(b) The Company will pay and reimburse to Xxxxxx for the direct
and indirect expenditures incurred by Xxxxxx in support of the
Company for the period from January 1, 1999 to the date of the
Closing, such reimbursement (including amounts due for facility
and general administrative services defined below) will not
exceed $550,000, with $275,000 paid to Xxxxxx on March 30,1999
and the balance due on December 31, 1999. In order to facilitate
the business of the Company, the Company will pay Xxxxxx for
providing certain facility and general administration services to
the Company at a cost per month as determined in accordance with
the annexed Schedule B from the date of Closing and for so long
as such services are requested by the Company and provided by
Xxxxxx, or until otherwise mutually agreed to by the Company and
Xxxxxx.
(c) Payment of the Subscription Amount shall be made by delivery
to the Company at the address set forth above. In the
alternative, payment may be made by means of a wire transfer in
accordance with the wire transfer instructions furnished to the
Subscriber.
(d) Payment of the amount of the Subscriber's portion of the
Option set forth on the annexed Subscription Agreement Signature
Page with respect to the purchase of the Subscriber's Additional
Shares shall be made to the Company as provided in (c) above.
(e) Subject to the terms contained herein, this Subscription
Agreement shall be effective when it has been executed by the
Subscriber and accepted by Xxxxxx and the Company.
THE SUBSCRIBER ACKNOWLEDGES THAT THE PURCHASE OF THE SHARES IN
THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK,
THE SUBSCRIBER CAN AFFORD A LOSS OF ITS ENTIRE INVESTMENT IN THE
COMPANY AND IT IS SUBSCRIBING TO AND THE SUBSCRIBER HAS AGREED TO
PURCHASE THE SHARES AFTER ADEQUATE INVESTIGATION OF THE PROPOSED
BUSINESS OF THE COMPANY.
2. Acceptance of Offer
It is understood and agreed that this Offer is made subject
to the following terms and conditions:
(a) The Company shall have the right to accept or reject this
Offer, in whole but not in part, for any reason or no reason,
including, but not limited to, ineligibility of the Subscriber
under the applicable federal, state or foreign securities laws.
If this Subscription Agreement is rejected, the Subscription
Amount of the Subscriber previously delivered will be returned to
the Subscriber at the address indicated on the Signature Page.
(b) Two copies of this Subscription Agreement will be executed
by the Subscriber on the Signature Page. If accepted, one copy
of the executed Subscription Agreement will be retained by the
Company and one copy of the executed Subscription Agreement,
after execution by the Company and Xxxxxx, will be delivered to
the Subscriber.
3. Representations, Warranties and Agreements of the Subscriber
The Subscriber hereby represents and warrants to the Company
as follows:
(a) The address set forth at the bottom of this Subscription
Agreement is the Subscriber's true and correct residence, and the
Subscriber has no present intention of becoming a resident of any
other state or jurisdiction.
(b) The Subscriber understands that the Shares subscribed for
hereby have not been registered under the Act in reliance on the
exemption provided in Section 4(2) of the Act, and that there can
be no assurance that the Shares will ever be so registered.
Accordingly, the Subscriber acknowledges and agrees that it
cannot and will not sell, transfer, assign, hypothecate or pledge
the Subscriber's Shares being subscribed for hereby unless such
Shares either have been registered under the Act or, in the
opinion of counsel satisfactory to the Company and its counsel,
an exemption from such registration is available. In addition,
the Subscriber understands that there is no public market for the
Shares and that, in any event, any transfer of Shares is
restricted by this Subscription Agreement, including, without
limitation, the requirement that any such transfer be consented
to by the Company. The Subscriber further understands that the
Company is under no obligation to register under the Act the
Interest being subscribed for hereby on the Subscriber's behalf
or to assist the Subscriber in complying with any exemption from
registration or in registering the Shares under the Act.
Accordingly, the Subscriber may have to hold the Shares
indefinitely and that it may not be possible for the Subscriber
to liquidate the Subscriber's investment in the Company.
(c) The Shares hereby subscribed for are being acquired solely
for the Subscriber's own account, for investment purposes only,
and is not being purchased with a view to or for the resale,
distribution, subdivision or fractionalization thereof, and the
Subscriber has no present plans to enter into any contract,
undertaking, agreement or arrangement relating thereto other than
as provided in this Subscription Agreement.
(d) The Subscriber is not subscribing for the Shares as a result
of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or presented at any
seminar or meeting, or any solicitation of a subscription by any
person other than a representative of the Company.
(e) The Subscriber has such knowledge and experience in
financial, tax and business matters so as to enable the
Subscriber to utilize the information made available to the
Subscriber in connection with the Private Placement to evaluate
the merits and risks of an investment in the Shares, and to make
an informed investment decision with respect thereto.
(f) The Subscriber is not relying on the Company or any officer,
director of the Company or Xxxxxx, or any agent thereof with
respect to the tax and other economic considerations of an
investment in the Shares.
(g) The Subscriber's overall commitment to investments which are
not readily marketable is reasonable in relation to the
Subscriber's net worth.
(h) The Subscriber acknowledges and is aware of the following:
(i) That the Company is a development stage company with limited
operating history;
(ii) That the Shares represent a speculative investment involving
a high degree of risk, and could result in the loss of the
Subscriber's entire investment in the Company;
(iii) That there is no guarantee that the Subscriber will
realize any gain from the Subscriber's investment in the Company
and may lose the Subscriber's entire investment; and
(iv) That it never has been represented, guaranteed or warranted
to the Subscriber by any broker, the Company or Xxxxxx, their
respective officers, directors, its agents or employees, or any
other person, expressly or by implication, as to:
(A) The approximate or exact length of time the
Subscriber will be required to remain as a stockholder of the
Company; and
(B) The past performance or experience on the part of
the Company and Xxxxxx or of any other person, that will in any
way indicate the predictable results or the ownership of the
Shares of the Company.
(i) The Subscriber and its attorney, accountants or advisers
have had the opportunity to ask questions of and receive answers
from the Company and Xxxxxx as to all matters related to the
Company, the Business Plan and the Private Placement and have had
a reasonable opportunity to inspect all documents, records and
books pertaining to the purchase of the Shares.
(j) The Subscriber has received a complete copy of the Business
Plan (dated February 1, 1999), and the Subscriber agrees to be
bound by all of the terms of this Subscription Agreement.
(k) The Subscriber has not authorized any person or institution
to act as his "purchaser representative" (as such term is defined
in Rule 501 promulgated under the Act) in connection with the
Private Placement and/or this Offer.
(l) The Subscriber is an "accredited investor" as that term is
defined in Section 501 of Regulation D under the Act inasmuch as
the Subscriber meets the requirements of one or more of the
subparagraphs listed below as of the date of this Subscription
Agreement, and if there is any material change in such status
prior to the sale of the Shares or the exercise of the Option
described above, the Subscriber will immediately furnish such
revised or corrected information to the Company.
Please insert your initials in the appropriate box next to
the description applicable to you as the Subscriber.
(i) A natural person who had individual income of
more than $200,000 in each of the most recent two
years, or joint income with that person's spouse
in excess of $300,000 in each of the most recent
two years and who reasonably expects to reach that
same income level for the current year. For this
purpose, "individual income" means adjusted gross
income, as reported for federal income tax
purposes, less any income attributable to a spouse
or to property owned by a spouse, (A) increased by
the individual's share (and not a spouse's share)
of: (i) the amount of any tax exempt interest
income received, (ii) amounts contributed to an
XXX or Xxxxx retirement plan, (iii) alimony paid,
and (iv) the excluded portion of any long-term
capital gains, and (B) adjusted, plus or minus,
for any non-cash loss or gain, respectively,
reported for federal income;
(ii) A natural person whose individual net worth
is in excess of $1,000,000. For this purpose,
"net worth" means the excess of total assets at
fair market value, including home and personal
property, over total liabilities, provided,
however, for the purpose of determining a person's
net worth, the principal residence owned by an
individual shall be valued at cost, including the
cost of improvements, net of current encumbrances
upon the property or valued on the basis of a
written appraisal used by an institutional lender
making a loan secured by the property. For the
purposes of this provision, "institutional lender"
means a bank, savings and loan company, industrial
loan company, credit union, personal property
broker or a company whose principal business is as
a lender upon loans secured by real property and
which has such loans receivable in the amount of
$2,000,000 or more.
(iii) A trust, with total assets in excess of
$5,000,000, which is not formed for the purpose of
acquiring the LP Interests and whose purchase is
directed by a person who has such knowledge and
experience in financial business matters that such
person is capable of evaluating the risks and
merits of an investment in the LP Interests;
(iv) A corporation, a partnership, an
organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended, or a
Massachusetts or similar business trust, not
formed for the specific purpose of acquiring the
LP Interests, with total assets in excess of
$5,000,000; or
(v) An entity in which all of the equity owners
meet the requirements of at least one of the above
subparagraphs for accredited investors.
(vi) Any director or executive officer of the
Company.
(m) The Subscriber hereby confirms its obligation to the Company
and Xxxxxx to comply with the terms of the Company's right and
option to sell to the Subscriber its pro rata share of the
Private Placement in accordance with the provisions of paragraph
1.(a) at page 2 hereof; and the existence of technology license
and trademark agreements between Xxxxxx and the Company. The
technology license agreement provides a royalty of from 0% to 10%
to Xxxxxx calculated on the gross margin (gross revenues less
direct third-party costs of goods sold) the Company receives from
subject product sale, license, or other related services. Until
such time as there is a public offering of the securities of the
Company or Nestor's primary equity position in the Company is
less than 20%, the Subscriber agrees and understands that (i) no
merger, consolidation or sale of substantially all of the assets
of the Company can be consummated without the prior written
consent of Xxxxxx, such consent not to be unreasonably withheld,
(ii) neither Xxxxxx nor this Subscriber will sell or transfer any
of the Shares of the Company without first offering the Shares to
CWG Subscribers and Xxxxxx on the same basis as being offered by
a bona fide third party purchaser, and (iii) no new
authorization, issuance, sale, retirement or other capital stock
transaction will be authorized by the Company without the express
written consent of Xxxxxx.
(n) The foregoing representations, warranties and agreements are
true and accurate as of the date hereof and shall be true and
accurate as of the date of delivery of the Subscription Amount to
the Company (i.e., the Closing Date) and shall survive such
delivery. If in any respect such representations and warranties
shall not be true and accurate prior to acceptance of this
Subscription Agreement pursuant to Section 2 hereof, the
Subscriber shall give written notice of such fact to the Company,
specifying which representations, warranties and agreements are
not true and accurate and the reasons therefor.
4. Indemnification
The Subscriber acknowledges that the Subscriber understands
the meaning and legal consequences of the representations,
warranties and agreements contained in Section 4 hereof, and the
Subscriber hereby agrees to indemnify and hold harmless the
Company, Xxxxxx, the officers and directors thereof and employees
and agents thereof and any person or entity controlling the
Company from and against any and all loss, damage, or liability
due to or arising out of a breach of any representation, warranty
or agreement of the Subscriber contained in this Subscription
Agreement.
5. No Waiver
Notwithstanding any of the representations, warranties,
acknowledgments or agreements made hereby by the Subscriber, the
Subscriber does not thereby or in any other manner waive any
rights granted to him under federal and state securities laws.
6. Transferability
The Subscriber agrees not to transfer or assign this
Subscription Agreement, or any of his interest herein, and
further agrees that any assignment or transfer of the Shares and
Additional Shares acquired pursuant hereto shall be made only in
accordance with this Subscription Agreement and all applicable
Federal and State securities laws.
7. Revocation
The Subscriber agrees that it shall not cancel, terminate,
or revoke this Subscription Agreement or any agreement of the
Subscriber made hereunder and that this Subscription Agreement
shall survive the death, incapacity or disability of the
Subscriber.
8. Truth and Survival of Representations, Warranties and
Agreements
Each of the representations, warranties and agreements made
or to be made by any party hereto pursuant to the terms of this
Subscription Agreement (a) shall be true and complete as of the
date made or to be made pursuant to the terms of this
Subscription Agreement, (b) shall be deemed to have been made
again by such party as of the acceptance of this Offer, (c) shall
be deemed material, and (d) shall survive the acceptance of this
Offer on the Closing Date as contemplated by this Subscription
Agreement and any investigation at any time made by or on behalf
or either party thereto.
9. Miscellaneous
(a) All notices or other communications given or made hereunder
shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage
prepaid, to the Subscriber at the address of the Subscriber set
forth below or to the Company at its address set forth at the
outset of this Subscription Agreement.
(b) This Subscription Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware without
giving effect to conflict of law principles applied in such
state.
(c) The term "its" shall be applicable regardless of the gender
or form of the entity of the Subscriber.
(d) This Subscription Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof and may be amended only by a writing executed by all
parties, and supercedes any previous agreements (written or oral)
and discussions among the parties.
10. Power of Attorney
The Subscriber hereby appoints Xxxxxx Xxxxxxx as its lawful
attorney-in-fact in its name, place and stead, in any way the
Subscriber could do or act if personally present, with full
authority and power to do and perform any and all acts necessary
or incident to its performance and implementation of the terms,
conditions and obligations arising under this Subscription
Agreement and its power shall be revocable by the Subscriber by
giving notice thereof to Xxxxxx Xxxxxxx, Xxxxxx and the Company.
11. Representations of the Company
(a) The Company hereby represents that there are no material
outstanding claims, actions, suits, or other liabilities not
incurred in the ordinary course of business which are not
disclosed in this Subscription Agreement, the Business Plan, or
the financial statements of the Company which constitute part of
the Business Plan.
(b) The Certificate of Incorporation and Bylaws of the
Company, as amended, as of the date of Closing shall not be
further amended prior to the exercise or expiration of the Option
without the prior written consent of the Subscriber, such consent
not to be unreasonably withheld.
12. Special Securities Laws Legends
The Subscriber also acknowledges that he has reviewed
and understands the following:
THE SUBSCRIBER ACKNOWLEDGES THAT THE SHARES IN THE COMPANY
OFFERED IN THE PRIVATE PLACEMENT HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
REGULATORY AUTHORITY, IN RELIANCE UPON ONE OR MORE EXEMPTIONS
FROM REGISTRATION RELATING TO, AMONG OTHER THINGS, TRANSACTIONS
NOT INVOLVING A PUBLIC OFFERING.
THE SUBSCRIBER ACKNOWLEDGES THAT THE SHARES IN THE COMPANY
WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS REGISTERED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE, AND THEN ONLY IN ACCORDANCE WITH
THIS SUBSCRIPTION AGREEMENT. THE SUBSCRIBER HAS PROCEEDED WITH
THIS OFFER FOR SUCH SHARES ON THE ASSUMPTION THAT THE SUBSCRIBER
MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN SUCH SHARES FOR
AN INDEFINITE PERIOD.
THE SUBSCRIBER ACKNOWLEDGES THAT SHARES IN THE COMPANY HAVE
NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION. IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF THE SHARES; AND IT
IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SHARES, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDFERATION THEREFOR,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE COMMISSION RULES.
COMPLIANCE WITH THE PROVISIONS WHERE APPLICABLE OF THE RHODE
ISLAND UNFORM SECURITIES ACT
OPERATOR: SECTIONS 11 ONLY IS IN PARALLEL COLUMNS MODE; (a), (b)
and (c) in one column and (d), (e) and (f) in second column.
13. Nature of Subscriber
The Subscriber is (check one):
(a) One or more (d) A trust
individuals
(e) A limited liability
(b) A corporation company
(c) A partnership (f) Another entity or
organization, namely
(please specify):
(g) A director or
executive of the
Company
14. Type of Individual Ownership, if Joint
If ownership of the Shares is to be held by two or more
individuals, such ownership is to be held as follows (check one):
(a) Joint Tenants (with rights of survivorship)
(b) Tenants in Common (no rights of survivorship)
(c) Community Property
15. Addresses
All correspondence and payments relating to the Subscriber's
investment should be sent (check one):
(a) to the address of the Subscriber set
forth on the signature page hereof; or
(b) to the following address:
__________________________________
__________________________________
__________________________________
__________________________________
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
XXXXXX TRAFFIC SYSTEMS, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has hereby executed this
Subscription Agreement as of the 25th day of March, 1999.
THE AMOUNT OF SUBSCRIPTION,
payable to the order of
Xxxxxx Traffic Systems, Inc. is (Amount) for the purchase of
(Shares) Initial Shares, and
rights under an Option to an
additional (Initial_Shars)
Initial Shares and to purchase
(Addl_Shares) Additional Shares
for (Option).
________________________ _______________________________
(Name of Corporation, Signature: (Name)
Partnership or other Subscriber
Entity)
By:________________________ _________(Name)________________
Signature Name (Please Print)
___________________________ ________________________________
Name of above Signatory Social Security Number
(Please Print)
___________________________ _______________________________
Title of Signatory Signature of Co-Investor
(If Applicable)
___________________________ ________________________________
Taxpayer Identification Name of Co-Investor
Number (If Applicable)
________________________________
Social Security Number of
Co-Investor (If Applicable)
The foregoing Subscription Agreement is hereby accepted
subject to the terms and conditions hereof, as of March 25, 1999.
XXXXXX, INC.
By:
/s/Xxxxx Xxx
Chief Executive Officer
XXXXXX TRAFFIC SYSTEMS, INC.
By:
/s/Xxxxx Xxxxxxx
Chief Financial Officer
SCHEDULE B
Allocation to Company for facility and general administration
costs is as follows:
1. Up to 15 Traffic employees:
Facility Cost allocation per month $ 13,125
G&A allocation per month $ 26,788
Total allocation per month $ 39,913
2. Greater than 15 employees:
Facility Cost allocation per month $ 15,550
G&A allocation per month $ 31,717
Total allocation per month $ 47,267
_______________________________
Xxxxxx does not warrant or represent that it can accommodate
more than 20 employees of the Company.
