SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
THIS SECURITIES PURCHASE
AGREEMENT (this "Agreement") is made
and entered into as of the 23rd day of March, 2010 (the "Effective Date") by
and between PepperBall Technologies, Inc., a Colorado corporation with its
principal place of business in California (the "Company"), and the
investors set forth on Schedule I
attached hereto (each, an "Investor" and
collectively, the "Investors").
RECITAL
WHEREAS, the Company desires
to sell to the Investors, and the Investors desire to purchase from the Company,
(i) an aggregate amount of up to $750,000 of Convertible Promissory Notes (the
"Notes") which
are convertible at the rate of $0.10 per share into approximately 1,000,000
shares of the Company's Common Stock, no par value per share (the "Common Stock") per
$100,000 outstanding under the Notes, (ii) or at the option of the Investor
shall be convertible into approximately 1,000,000 shares of the Company's
non-voting Series C Preferred Stock Common Stock, no par value per share
(the "Preferred
Stock") per $100,000 outstanding under the Notes (collectively, the
"Securities").
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. AUTHORIZATION AND SALE
OF SECURITIES.
1.1 Purchase and Sale
of Securities. At the Closing, the Company shall sell to the
Investors, and the Investors shall purchase from the Company, the Securities, in
the denominations set forth on Schedule I, in
minimum increments of $25,000, which may be reduced at the Company’s discretion,
for aggregate proceeds to the Company of up to $750,000 (the "Purchase
Price").
1.2 Closing. The
closing of the purchase and sale of the Securities (the "Closing") will take
place at the offices of the Company on the Effective Date, or such other time
and location determined by the Company and the Investors (the "Closing
Date"). At the Closing: (i) the Company shall issue and
deliver to the Investors duly executed Notes in the denominations set forth on
Schedule I and
in the form attached hereto as Exhibit A; and (ii)
each Investor shall pay to the Company the applicable Purchase Price for the
Securities to be purchased by such Investor in the amounts set forth on Schedule I by payment
of check or wire transfer of same day funds to the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby makes the following representations and warranties to the
Investors as of the date hereof and as of the Closing Date:
2.1 Organization and
Qualification. The Company is an entity duly incorporated,
validly existing and in good standing under the laws of the State of Colorado,
with the requisite corporate power and authority to own and use its properties
and assets and to carry on its business as currently conducted. The
Company is not in violation of any of the provisions of its Articles of
Incorporation or Bylaws. The Company is duly qualified to conduct
business and is in good standing as a foreign corporation in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not have or result in (i) a material adverse
effect on the legality, validity or enforceability of this Agreement and the
Notes, (collectively, the "Transaction
Documents"), (ii) a material adverse effect on the business or financial
condition of the Company or (iii) a material adverse effect on the Company's
ability to perform in any material respect on a timely basis its obligations
under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse
Effect"). The Company owns 100% of the outstanding capital
stock of PepperBall – CA, Inc., a Delaware corporation, Vizer Group, Inc., a
Colorado corporation ("Vizer"). Vizer
owns 100% of the outstanding capital stock of Veritas Tactical, Inc. ("Veritas").
2.2 Authorization;
Enforceability. The execution, delivery and performance by the
Company of the Transaction Documents, and the consummation of the transactions
contemplated thereby (including, but not limited to, the sale and delivery of
the Notes and Warrants, and the subsequent issuance of the Common Stock (or
Preferred Stock, as applicable) upon conversion of the Notes, the Common Stock
upon conversion of the Preferred Stock have been duly authorized, and no
additional corporate or stockholder action is required for the approval
thereof. The Common Stock underlying the Notes, and the Common Stock
underlying the Preferred Stock, as applicable (collectively, the "Conversion Shares")
have been duly reserved for issuance by the Company. This Agreement
and the other Transaction Documents have been or, to the extent contemplated
hereby or by the Transaction Documents, will be duly executed and delivered and
constitute, or will constitute (as applicable), the legal, valid and binding
agreement of the Company, enforceable against the Company in accordance with
their terms, except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or affecting the
enforcement of rights of creditors, and except as enforceability of its
obligations hereunder are subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law). The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its obligations
thereunder.
2.3 No
Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) conflict with or
violate any provision of the Company's Articles of Incorporation or Bylaws, or
(ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument (evidencing a Company debt or otherwise) or other understanding to
which the Company is a party or by which any property or asset of the Company is
bound or affected, result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state
securities laws and regulations), or by which any property or asset of the
Company is bound or affected, except, in the cases of clauses (ii) and (iii),
where such conflict, default or violation would not have or result in a Material
Adverse Effect.
2.4 Issuance of the
Securities. The Securities and the Conversion Shares are duly
authorized and, when issued and paid for in accordance with the Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free
and clear of all Liens, other than any Liens created by or imposed on the
holders thereof through no action of the Company. The Company has
reserved from its duly authorized capital stock the maximum number of shares of
Common Stock issuable pursuant to the Securities and the Conversion
Shares.
2.5 Capitalization.
(a) The
authorized and outstanding capitalization of the Company is as described on
Schedule II
attached hereto. The Company has not issued any capital stock since
such filing. All shares of the Company's issued and outstanding
capital stock have been duly authorized, are validly issued and outstanding, and
are fully paid and nonassessable. No securities issued by the Company
from the date of its incorporation to the date hereof were issued in violation
of any statutory or common law preemptive rights. There are no
dividends which have accrued or been declared but are unpaid on the capital
stock of the Company. All taxes required to be paid by the Company in
connection with the issuance and any transfers of the Company's capital stock
have been paid. All securities of the Company have been issued in all
material respects in accordance with the provisions of all applicable securities
and other laws.
(b) No Person
has any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction
Documents. Except as a result of the purchase and sale of the
Securities and except for outstanding Series A and Series B Preferred Shares
and employee and director stock options under the Company's equity
compensation plans and other options and warrants totaling approximately the
right to 7,740,000 common shares which would be issued upon their exercise, (ii)
approximately 1,492,600 shares of Common Stock reserved for options that have
not yet been granted, but have been authorized under the Company’s Plans, and
(iii) such number of Common Shares issuable under the Existing Notes as herein
defined, there are no outstanding options, warrants, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company is or may
become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock ("Common Stock
Equivalents"). Except as provided under the terms
of the Merger Agreement dated as of May 27, 2008 between the Company and
PepperBall – CA, for the issuance of up to approximately 12,000,000 shares of
Common Stock that would be issued to the common stockholders of pre-merger
PepperBall – CA under an anti-dilution provision of the merger agreement between
the two companies, the issue and sale of the Securities will not obligate the
Company to issue shares of Common Stock or other securities to any Person (other
than the Investors) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under
such securities.
2.6 Litigation. Except
as disclosed in the Company’s public filings, specifically the Xxxx’ matter,
there is no action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the Knowledge of the Company, threatened against
the Company or any of its properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an "Action") which (i)
adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or result in a Material Adverse
Effect. Neither the Company nor to the Knowledge of the Company, any
director or officer thereof, is or has been the subject of any Action involving
a claim of violation of or liability under federal or state securities laws or a
claim of breach of fiduciary duty. To the Knowledge of the Company,
there has not been and there is not pending or contemplated, any investigation
by the Securities and Exchange Commission involving the Company or any current
or former director or officer of the Company.
2.7 Labor
Relations. No material labor dispute exists or, to the
Knowledge of the Company, is imminent with respect to any of the employees of
the Company which could have or result in a Material Adverse
Effect.
2.8 Compliance. The
Company (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company), nor has the Company received notice
of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is not in violation of any
order of any court, arbitrator or governmental body, or (iii) is not or has not
been in violation of any statute, rule or regulation of any governmental
authority, including without limitation all foreign, federal, state and local
laws applicable to its business, except in the case of clauses (i) and (iii) as
would not have or reasonably be expected to result in a Material Adverse
Effect.
2.9 Intellectual
Property.
(a) The
Company, as further described in its public filings, to the best of its
Knowledge has the right to use or is the sole and exclusive owner of all right,
title and interest in and to all foreign and domestic patents, patent rights,
trademarks, service marks, trade names, brands and copyrights (whether or not
registered and, if applicable, including pending applications for registration)
owned, used or controlled by the Company (collectively, the "Rights") and in and
to each material invention, software, trade secret, technology, product,
composition, formula and method of process used by the Company (the Rights and
such other items, the "Intellectual
Property"), and, to the Knowledge of the Company, has the right to use
the same, free and clear of any claim or conflict with the rights of
others.
(b) Except as
disclosed in its public filings, no royalties or fees (license or otherwise) are
payable by the Company to any Person by reason of the ownership or use of any of
the Intellectual Property.
(c) Except as
disclosed in its public filings, there have been no claims made against the
Company asserting the invalidity, abuse, misuse, or unenforceability of any of
the Intellectual Property, and, to the best of the Knowledge of the Company,
there are no reasonable grounds for any such claims.
(d) Except as
disclosed in its public filings, the Company has not made any claim of any
violation or infringement by others of its rights in the Intellectual Property,
and to the best of the Knowledge of the Company, no reasonable grounds for such
claims exist.
(e) Except as
disclosed in its public filings the Company has not received notice that it is
in conflict with or infringing upon the asserted rights of others in connection
with the Intellectual Property.
3. REPRESENTATIONS
AND WARRANTIES OF THE INVESTORS. Each Investor, severally
and not jointly, hereby represents and warrants to the Company
that:
3.1 Authorization. The
Investor is duly authorized to execute the Transaction Documents including this
Agreement and when executed and delivered by the Investor, the Transaction
Documents will constitute legal, valid, and binding obligations enforceable
against the Investor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization or others laws of general
application relating to or affecting the enforcement of creditors' rights
generally. The execution, delivery, and performance of the
Transaction Documents and the consummation of the transactions contemplated
hereby have been duly authorized by all requisite corporate or other necessary
action on the part of the Investor.
3.2 Investor
Suitability.
(a) The
Securities subscribed for hereby are being acquired by the Investor for his, her
or its own account and for investment purposes only and not with a view to any
resale or distribution thereof, in whole or in part, to others, and the Investor
is not participating, directly or indirectly, in a distribution of such
Securities and will not take, or cause to be taken, any action that would cause
the Investor to be deemed an "underwriter" of such Securities as defined in
Section 2(11) of the Securities Act of 1933, as amended (the "Act").
(b) The
Investor acknowledges that he, she or it has had the opportunity to seek
business, financial, and legal advice as the Investor deems necessary in order
to evaluate the merits and risks of purchasing the Securities.
(c) The
Investor has had an opportunity to ask questions of, and receive satisfactory
answers from, representatives of the Company concerning the terms and conditions
pursuant to which the offering of the Securities is being made and all material
aspects of the Company and its proposed business, and any request for such
information has been fully complied with to the extent the Company possesses
such information or can acquire it without unreasonable effort or
expense.
(d) The
Investor is an "accredited investor" within the meaning of Rule 501 of the
Act.
(e) The
Investor is an investor who has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Company based upon (i) the information furnished to him, her
or it by the Company; (ii) his, her or its personal knowledge of the business
and affairs of the Company; (iii) such additional information as he, she or it
may have requested and has received from the Company; and (iv) the independent
inquiries and investigations undertaken by him, her or it.
(f) No person
has given any information or made any representation not contained in any
disclosure documents referred to above or otherwise provided to the Investor in
writing by a person employed or authorized in writing by the
Company. The Investor understands and agrees that any information or
representation not contained therein must not, and will not, be relied upon and
that nothing contained therein should be construed as legal or tax advice to the
Investor.
(g) No person
has made any direct or indirect representation or warranty of any kind to the
Investor with respect to the economic return which may accrue to the
Investor. The Investor has consulted with his, her or its own
advisors with respect to an investment in the Company.
(h) All
information, representations and warranties contained herein or otherwise given
or made to the Company by the Investor in any other written statement or
document delivered in connection with the transactions contemplated hereby are
correct and complete as of the date of this Agreement and may be relied upon by
the Company, and, if there should be any material change in such information
prior to the Closing Date, the Investor will immediately furnish such revised or
corrected information to the Company.
4. CONDITIONS TO CLOSING.
4.1 Payment of Purchase Price. On
or before the Closing Date, the Investors shall deliver to the Company the
Purchase Price in accordance with the provisions of Section 1 against delivery
by the Company of the Securities.
4.2 Issuance and Delivery of the
Notes. On the Closing Date, the Company shall issue and
deliver to the Investors duly executed Notes in the denominations set forth on
Schedule
I.
4.3 Proceedings and Documents. All
actions and other proceedings in connection with the transactions contemplated
at the Closing and all documents and instruments incident thereto shall be
reasonably satisfactory in form and substance to the Company, the Investors and
their respective legal counsel, and the Company and the Investors shall have
received all such counterpart originals and certified or other copies of such
documents as they may reasonably request.
5. ADDITIONAL
AGREEMENTS OF THE PARTIES.
5.1 No Material Non-Public
Information. Neither the Company nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any
information that will constitute material non-public information following the
public announcement of this Closing and the related Common Stock
financing. The Company understands and confirms that each Investor
shall be relying on the foregoing representation in effecting transactions in
securities of the Company in accordance with applicable law following the public
announcement of this Closing and the related Common Stock
financing.
5.2 Cooperation in Issuance of
Securities. The parties agree and acknowledge that it is the desire of
the Investors that to the extent possible under the then Rule 144 provisions,
that the certificates to be issued in the event of a conversion of principal or
interest under the Notes as provided for under Section 8 of the Note, would be
issued as unrestricted, if then allowable for such a cashless conversion, or the
Company would cooperate with the Investor to assist in securing such
unrestricted (“freely tradable”) common shares as quickly as reasonably
possible.
5.3 Indemnification.
(a) Company
Indemnification. The Company agrees to indemnify and hold
harmless the Investors, their affiliates, each of their officers, directors,
partners, employees and agents and their respective successors and assigns, from
and against any losses, damages, or expenses which are caused by or arise out of
(i) any breach or default in the performance by the Company of any covenant or
agreement made by the Company in this Agreement or in any of the Transaction
Documents; (ii) any breach of warranty or representation made by the Company in
this Agreement or in any of the Transaction Documents (iii) any and all third
party actions, suits, proceedings, claims, demands, judgments, costs and
expenses (including reasonable legal fees and expenses) incident to any of the
foregoing.
(b) Investor
Indemnification. Each Investor, severally and not jointly,
agree to indemnify and hold harmless the Company, its affiliates, each of their
officers, directors, employees and agents and their respective successors and
assigns, from and against any losses, damages, or expenses which are caused by
or arise out of (i) any breach or default in the performance by the Investor of
any covenant or agreement made by the Investor in this Agreement or in any of
the Transaction Documents; (ii) any breach of warranty or representation made by
the Investor in this Agreement or in any of the Transaction Documents; and (iii)
any and all third party actions, suits, proceedings, claims, demands, judgments,
costs and expenses (including reasonable legal fees and expenses) incident to
any of the foregoing.
6. MISCELLANEOUS.
6.1 Survival of Representations
and Warranties. The representations, warranties of the Company
and the Investors contained in or made pursuant to this Agreement shall survive
the Closing Date for a period of one year.
6.2 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 each
Investor. Any Investor may assign any or all of its rights under this
Agreement to any Person to whom such Investor assigns or transfers any
Securities or Conversion Shares, provided that such transferee agrees in writing
to be bound, with respect to the transferred Securities or Conversion Shares, by
the provisions hereof that apply to the "Investors."
6.3 Governing
Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of California without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of California or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of California.
6.4 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. 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) with the same
force and effect as if such facsimile signature page were an original
thereof.
6.5 Headings. The
headings and captions used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all of which
exhibits and schedules are incorporated herein by this reference.
6.6 Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or upon deposit with the United States Post Office,
by registered or certified mail, postage prepaid and addressed as
follows:
| If to the Investors, at: | The addresses set forth on Schedule I. |
| If to the Company, at: |
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxx, XX 00000
Attn: President
|
or at
such other address as any Investor or the Company may designate by giving 10
days advance written notice to all other parties.
6.7 Finder's
Fees. Except for up to a 6% consulting fee payable by the
Company to certain finder’s, including some who are Directors of the Company
(other than Directors shall not be compensated for investments made directly or
indirectly by themselves), each party represents that it neither is nor will be
obligated for any finder's or broker's fee or commission in connection with this
transaction. The Investors agree to indemnify and to hold harmless
the Company from any liability for any commission or compensation in the nature
of a finders' or broker's fee (and any asserted liability) for which the
Investors or any of their officers, partners, employees, or representatives is
responsible. The Company agrees to indemnify and hold harmless the
Investors from any liability for any commission or compensation in the nature of
a finders' or broker's fee (and any asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.
6.8 Attorneys'
Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
6.9 Costs and
Expenses. Each party to this Agreement shall be responsible
for its own fees and expenses in connection with this transaction.
6.10 Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of (i) the Company and (ii) Investors holding a majority of the
principal amount of all outstanding Notes.
6.11 Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
6.12 Entire
Agreement. This Agreement, together with all exhibits and
schedules hereto, constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter
hereof.
6.13 Further
Assurances. From and after the date of this Agreement, upon
the request of a majority of the Investors or the Company, the Company and the
Investors shall execute and deliver such instruments, documents or other
writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.
6.14 Defined
Terms. The following terms shall have the following assigned
meanings:
(a) "Knowledge", with
respect to the Company, means the actual knowledge of any director or executive
officer of the Company without the requirement for inquiry or
investigation.
(b) "Lien" means a lien,
charge, security interest, encumbrance, right of first refusal or other
restriction, except for a lien for current taxes not yet due and payable and a
minor imperfection of title, if any, not material in nature or amount and not
materially detracting from the value or impairing the use of the property
subject thereto or impairing the operations or proposed operations of the
Company.
(c) "Person" means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.
6.15 Mutual
Drafting. This Agreement is the result of the joint efforts of
the Company and the Investors, and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of the parties and there shall be
no construction against any party based on any presumption of that party's
involvement in the drafting thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Securities Purchase
Agreement as of the Effective Date.
| THE COMPANY: PEPPERBALL TECHNOLOGIES, INC. | |||
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By:
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/s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | |||
| Title: Assistant Secretary | |||
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INVESTORS:
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Investor name: Xxxxxxx
Family Trust
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By:
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| Name: | |||
| Title: | |||
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Investor name: Xxxxx Xxxxxxxx
XXX
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By:
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| Name: | |||
| Title: | |||
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Investor name: Xxxxxx Family
Trust
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By:
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| Name: | |||
| Title: | |||
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Investor
name: Xxxxxxx
Xxxx
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By:
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| Name: | |||
| Title: | |||
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Investor name: Xxxxx Xxxxx
Trust
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By:
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| Name: | |||
| Title: | |||
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Investor name: Xxxxxx X. Page, Trustee of Page
Survivor’s Trust UTA
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By:
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| Name: | |||
| Title: | |||
Schedule
I
Investor
names, addresses and Securities purchased
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Investor
Names
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Principal
Amount of Promissory Notes
|
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Name: Xxxxxxx
Family Trust
Xxxxxxx
Xxxxxxx
Xxxx,
Xxxxx, Xxx
Xxx
XX #:________________
Fax
#: ____________________
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$25,000
|
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Name: Xxxxx
Xxxxxxxx XXX
Address
Address
City,
State, Zip
Tax
ID #:________________
Fax
#: ____________________
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$50,000
|
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Name: Xxxxxx
Family Trust
Xxxxxxx
Xxxxxxx
Xxxx,
Xxxxx, Xxx
Xxx
XX #:________________
Fax
#: ____________________
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$50,000
|
|
Name: Xxxxxxx
Xxxx
Xxxxxxx
Xxxxxxx
Xxxx,
Xxxxx, Xxx
Xxx
XX #:________________
Fax
#: ____________________
|
$50,000
|
|
Name: Xxxxx
Xxxxx Trust
Xxxxxxx
Xxxxxxx
Xxxx,
Xxxxx, Xxx
Xxx
XX #:________________
Fax
#: ____________________
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$50,000
|
|
Name: Xxxxxx
X. Page, Trustee of Page Survivor’s Trust UTA
Xxxxxxx
Xxxxxxx
Xxxx,
Xxxxx, Xxx
Xxx
XX #:________________
Fax
#: ____________________
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$30,000
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Totals
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$255,000
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Schedule
II
Capitalization
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Cap
Table
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Jan 2010
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Common Shares
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Preferred Shares (1)
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Convertible Notes (2)
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Totals (3)
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Current:
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Common
shares
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12,950,000
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Preferred
shares
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Equivalent
common shares
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4,270,000
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Pro Forma:
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Convertible
Notes - Equiv Common Shs.:
|
||||||||||
|
Prior
(@ $0.10 per share)
|
25,666,000
|
|||||||||
|
2009
Offering (@ $ 0.10 per share)
|
9,750,000
|
|||||||||
|
Dilutive
C/S match to PTI S/H (4)
|
11,600,000
|
|||||||||
|
2010
Offering (@ $ 0.10 per share)(5)
|
7,500,000
|
|||||||||
| Totals |
24,550,000
|
4,270,000
|
42,916,000
|
71,736,000
|
||||||
Notes:
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
Assumes current offering is
fully closed.
|
