SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT, dated as of May 26, 2000
(this "Agreement"), is entered into by and between GALTECH SEMICONDUCTOR
MATERIALS CORPORATION, a Utah corporation (the "Company"), and VERITY GLOBAL
FINANCIAL, LLC, a Texas limited liability company (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Company and the Purchaser are executing and delivering this
Agreement in reliance upon the exemptions from registration provided by
Regulation D ("Regulation D") promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), and/or Section 4(2) of the Securities Act; and
WHEREAS, the Purchaser wishes to purchase, and the Company wishes to
issue and sell, upon the terms and conditions of this Agreement: (i) 800,000
"unregistered" and "restricted" shares of the Company's $0.00025 par value
common stock at an aggregate price of $200,000 (the "Common Stock"); (ii)
warrants (the "Initial Warrants") to purchase 600,000 shares of the Company's
common stock at an aggregate price of $150,000 (the "Initial Warrant Shares");
and (ii) warrants (the "Supplemental Warrants") to purchase 400,000 shares of
the Company's common stock at an aggregate price of $100,000 (the
"Supplemental Warrant Shares") (the Initial Warrants and the Supplemental
Warrants shall be referred to collectively as the "Stock Purchase Warrants",
and the Initial Warrant Shares and the Supplemental Warrant Shares shall be
referred to collectively as the "Warrant Shares"); and
WHEREAS, the Stock Purchase Warrants (which shall be in substantially the
form attached as Exhibit A [with respect to the Initial Warrants] and Exhibit
B [with respect to the Supplemental Warrants]) may be exercised for the
purchase of Warrant Shares, on the terms set forth therein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. AGREEMENT TO PURCHASE; PURCHASE PRICE
Purchase of Initial Warrants. For the sum of $10 and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser hereby purchases from the Company, and the Company
hereby issues and sells to the Purchaser, Initial Warrants to purchase a total
of 600,000 Initial Warrant Shares for an aggregate purchase price of $150,000,
which shall be exercisable on the Initial Closing Date (as defined herein) in
immediately available funds.
Purchase of Supplemental Warrants. For the sum of $10 and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser hereby purchases from the Company, and the Company
hereby issues and sells to the Purchaser, the Supplemental Warrants for a
purchase price of $100,000, which shall be exercisable 90 calendar days
following the Initial Closing Date in immediately available funds.
Purchase of Common Stock. For the sum of $200,000, Purchaser hereby
agrees to purchase from the Company, and the Company hereby agrees to issue
and sell to the Purchaser, the Common Stock for a purchase price of $200,000,
which shall be payable 90 calendar days following the Initial Closing Date in
immediately payable funds.
Closings. The Initial Warrants and Supplemental Warrants shall be
delivered by or on behalf of the Company for the account of Purchaser, against
payment by the Purchaser of the aggregate purchase price of $20 as soon as
practicable after the execution of this Agreement by both parties. The
Initial Warrants shall be exercisable commencing on the effective date of the
Company's Registration Statement on Form SB-2 with respect to the Warrant
Shares as discussed below (the "Initial Closing Date"), and shall remain
exercisable for a period of 30 days thereafter. The Supplemental Warrants
shall be exercisable commencing on the date that is 90 calendar days following
the Initial Closing Date, and shall remain exercisable for a period of 30
days thereafter. The Purchaser shall become obligated to purchase, and the
Company shall become obligated to sell, the Common Stock on the date that is
90 calendar days after the Initial Closing Date.
2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION;
INDEPENDENT INVESTIGATION
The Purchaser represents and warrants to, and covenants and agrees with,
the Company as follows:
a. The Purchaser is (i) experienced in making investments of the kind
described in this Agreement and the related documents; (ii) able, by reason of
the business and financial experience of its management, to protect its own
interests in connection with the transactions described in this Agreement and
the related documents; and (iii) able to afford the entire loss of its
investment in the Common Stock, the Stock Purchase Warrants and the Warrant
Shares.
b. All subsequent offers and sales of the Common Stock, the Stock
Purchase Warrants and, if the Stock Purchase Warrants shall be exercised, the
Warrant Shares, shall be made pursuant to an effective registration statement
under the Securities Act or pursuant to an applicable exemption from such
registration.
c. The Purchaser understands that the Common Stock, the Stock Purchase
Warrants and the Warrant Shares are being offered and sold to it in reliance
upon exemptions from the registration requirements of the United States
federal securities laws, and that the Company is relying upon the truth and
accuracy of the Purchaser's representations and warranties, and the
Purchaser's compliance with its agreements, each as set forth herein in order
to determine the availability of such exemptions and the eligibility of the
Purchaser to acquire the Common Stock, the Stock Purchase Warrants and the
Warrant Shares.
d. The Purchaser: (i) has been provided with sufficient information with
respect to the business of the Company and such documents relating to the
Company as the Purchaser has requested and Purchaser has carefully reviewed
the same including, without limitation, the Company's Form 10-KSB for the
calendar year ended December 31, 1999, and its Quarterly Report on Form 10-QSB
for the quarterly period ended March 31, 2000, both of which have been filed
with the Securities and Exchange Commission (the "Commission"); (ii) has been
provided with such additional information with respect to the Company and its
business and financial condition as the Purchaser, or the Purchaser's agent or
attorney, has requested; and (iii) has had access to management of the Company
and the opportunity to discuss the information provided by management of the
Company and any questions that the Purchaser had with respect thereto have
been answered to the full satisfaction of the Purchaser.
e. The Purchaser has the requisite corporate power and authority to
enter into this Agreement and the registration rights agreement attached as
Exhibit C hereto and dated as of the date hereof, between the Company and the
Purchaser (the "Registration Rights Agreement").
f. This Agreement and the Registration Rights Agreement and the
transactions contemplated hereby and thereby, have been duly and validly
authorized by the Purchaser; and such agreements, when executed and delivered
by each of the Purchaser and the Company will each be a valid and binding
agreement of the Purchaser, enforceable in accordance with their respective
terms, except to the extent that enforcement of each such agreement may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and to general principles of equity.
3. REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to the Purchaser that:
a. Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah. The
Company is duly qualified as a foreign corporation in all jurisdictions in
which the failure to so qualify would have a material adverse effect on the
Company.
b. Capitalization. On the date hereof, the authorized capital of the
Company consists of 200,000,000 shares of common stock, par value $.00025 per
share, of which approximately 14,844,018 shares are issued and outstanding.
c. Concerning the Common Stock, the Stock Purchase Warrants and the
Warrant Shares. The Common Stock, the Stock Purchase Warrants and, if the
Stock Purchase Warrants shall be exercised, the Warrant Shares, shall be duly
and validly issued, fully paid and non-assessable, will not be subject to
preemptive rights and will not subject the holder thereof to personal
liability by reason of being such a holder. There are currently no preemptive
rights of any stockholder of the Company, as such, to acquire the Common
Stock, the Stock Purchase Warrants or the Warrant Shares issuable to the
Purchaser upon exercise of the Stock Purchase Warrants.
d. Reporting Company Status. The Company's common stock is registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company has duly filed all materials and documents
required to be filed pursuant to all reporting obligations under either
Section 13(a) or 15(d) of the Exchange Act, if any, as of the date of this
Agreement. The Company's common stock is quoted and traded on the OTC
Bulletin Board of the National Association of Securities Dealers, Inc., and
the Company is not aware of any pending or contemplated action or proceeding
of any kind to suspend the trading of its common stock.
e. Authorized Shares. The Company has available a sufficient number of
authorized and unissued shares of its common stock as may be necessary to
effect the issuance of Warrant Shares upon the exercise of all or a portion of
the Stock Purchase Warrants.
f. Legality. The Company has the requisite corporate power and
authority to enter into this Agreement and the Registration Rights Agreement,
and to issue and deliver the Common Stock, the Stock Purchase Warrants and the
Warrant Shares issuable upon exercise of the Stock Purchase Warrants.
g. Transaction Agreements. This Agreement, the Registration Rights
Agreement, and the Stock Purchase Warrants (collectively, the "Primary
Documents"), and the transactions contemplated thereby, have been duly and
validly authorized by the Company; this Agreement has been duly executed and
delivered by the Company and this Agreement is, and the other Primary
Documents, when executed and delivered by the Company, will each be, a legal,
valid and binding agreement of the Company, enforceable in accordance with
their respective terms, except to the extent that enforcement of each of the
Primary Documents may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and to general principles of
equity.
h. Non-contravention. The execution and delivery of this Agreement and
each of the other Primary Documents, and the consummation by the Company of
the transactions contemplated by this Agreement and each of the other Primary
Documents, does not and will not conflict with or result in a breach by the
Company of any of the terms or provisions of, or constitute a default under,
the Articles of Incorporation or By-laws of the Company, or any material
indenture, mortgage, deed of trust or other agreement or instrument to which
the Company is a party or by which it or any of its properties or assets are
bound, or any existing applicable law, rule, or regulation or any applicable
decree, judgment or order of any court or United States or foreign federal or
state regulatory body, administrative agency, or any other governmental body
having jurisdiction over the Company or any of its properties or assets.
i. Approvals. No authorization, approval or consent of any court,
governmental body, regulatory agency, self-regulatory organization, stock
exchange or market or the stockholders of the Company is required to be
obtained by the Company for the entry into or the performance of this
Agreement and the other Primary Documents.
4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS
a. Transfer Restrictions. The Purchaser acknowledges that, except as
provided in the Registration Rights Agreement, neither the Common Stock, the
Stock Purchase Warrants, nor the Warrant Shares issuable upon exercise of the
Stock Purchase Warrants, have been, or are being, registered under the
Securities Act, and such securities may not be transferred unless (i)
subsequently registered thereunder; or (ii) they are transferred pursuant to
an exemption from such registration; and any sale of such securities made in
reliance on Rule 144 under the Securities Act may be made only in accordance
with the terms of said Rule. The provisions of Section 4(a) and 4(b) hereof,
together with the rights of the Purchaser under this Agreement and the other
Primary Documents, shall be binding upon any subsequent transferee of the
Common Stock, the Stock Purchase Warrants and the Warrant Shares.
b. Restrictive Legend. The Purchaser acknowledges and agrees that,
until such time as the Common Stock, the Stock Purchase Warrants and/or the
Warrant Shares shall have been registered under the Securities Act or the
Purchaser demonstrates to the reasonable satisfaction of the Company and its
counsel that such registration shall no longer be required, such securities
may be subject to a stop-transfer order placed against the transfer thereof,
and such securities shall bear a restrictive legend in substantially the
following form:
THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES)
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE
REQUIRED.
c. Filings. The Company undertakes and agrees that it will make all
required filings in connection with the sale of the securities to the
Purchaser as required by United States laws and regulations, or by any
domestic securities exchange or trading market, and if applicable, the filing
of a Notice on Form D (at such time and in such manner as required by the
Rules and Regulations of the Commission), and to provide copies thereof to the
Purchaser promptly upon request.
d. Reporting Status. So long as the Purchaser beneficially owns the
Common Stock, the Stock Purchase Warrants or any of the Warrant Shares
issuable upon conversion thereof and is not eligible to make use of the
exemption from registration provided by Rule 144(k) of the Commission, the
Company shall timely file all reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act and shall not terminate
its status as an issuer required to file reports under the Exchange Act even
if the Exchange Act or the rules and regulations thereunder would permit such
termination.
e. Reservation of Common Stock. The Company will at all times have
authorized and reserved for the purpose of issuance a sufficient number of
shares of common stock to provide for the exercise of the Stock Purchase
Warrants.
f. Return of Certificates on Partial Exercise of Stock Purchase
Warrants. Upon any partial exercise by Purchaser of Stock Purchase Warrants,
the Company shall promptly cause to be issued and delivered to Purchaser a new
Stock Purchase Warrant or Stock Purchase Warrants representing the number of
adjusted Shares covered thereby, in accordance with the terms thereof.
5. TRANSFER AGENT INSTRUCTIONS
a. The Company warrants that no instruction, other than the
instructions referred to in this Section 5 and stop transfer instructions to
give effect to Sections 4(a) and 4(b) hereof prior to the registration and
sale under the Securities Act of the Warrant Shares issuable upon conversion
of the Stock Purchase Warrants, will be given by the Company to the transfer
agent and that the Warrant Shares issuable upon exercise of the Stock Purchase
Warrants shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement, the Registration
Rights Agreement and applicable law. Nothing in this Section shall affect in
any way the Purchaser's obligations and agreement to comply with all
applicable securities laws upon resale of the Common Stock, the Stock Purchase
Warrants and/or the Warrant Shares.
b. Purchaser shall exercise its right to exercise the Stock Purchase
Warrants by tendering to the Company the appropriate exercise price by wire
transfer, cash, check, bank draft or other method acceptable to the Company,
and by faxing an executed and completed Subscription Form to the Company, and
delivering within five business days thereafter, the original Subscription
Form (and the related original Stock Purchase Warrants) to the Company by
hand delivery or by express courier, duly endorsed. Each date on which a
Subscription Form is faxed in accordance with the provisions hereof shall be
deemed an "Exercise Date." The Company will cause to be transmitted the
certificates representing the Warrant Shares issuable upon exercise of any
Stock Purchase Warrants to the Purchaser via express courier as soon as
practicable after the Exercise Date relating to such Stock Purchase Warrants
(each such delivery date is referred to herein as a "Delivery Date"). For
purposes of this Agreement, any exercise of the Stock Purchase Warrants shall
be deemed to have been made immediately prior to the close of business on the
Exercise Date.
6. CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE COMMON STOCK AND THE
STOCK PURCHASE WARRANTS.
The Purchaser understands that the Company's obligation to issue the
Common Stock, the Stock Purchase Warrants and the Warrant Shares to the
Purchaser pursuant to this Agreement is conditioned upon:
a. The accuracy on the date hereof and on the Initial Closing Date
and each applicable Exercise Date of the representations and warranties of the
Purchaser contained in this Agreement and the performance by the Purchaser on
or before the Initial Closing Date of all covenants and agreements of the
Purchaser required to be performed on or before the Initial Closing Date.
b. The absence or inapplicability of any and all laws, rules or
regulations prohibiting or restricting the transactions contemplated hereby,
or requiring any consent or approval which shall not have been obtained.
7. CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE COMMON STOCK,
THE STOCK PURCHASE WARRANTS AND THE WARRANT SHARES.
The Company understands that the Purchaser's obligation to purchase the
Common Stock, the Stock Purchase Warrants and the Warrant Shares is
conditioned upon the accuracy on the date hereof and on the Initial Closing
Date and each applicable Exercise Date of the representations and warranties
of the Company contained in this Agreement and the performance by the Company
on or before the Initial Closing Date of all covenants and agreements of the
Company required to be performed on or before the Initial Closing Date.
8. EXPENSES
The Company covenants and agrees with the Purchaser that the Company will
pay or cause to be paid all costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section 8, including the fees and disbursements of the Company's counsel,
accountants and other professional advisors, if any, but not including the
fees and disbursements of the Purchaser's counsel, accountants, brokers and
other professional advisors.
9. GOVERNING LAW; MISCELLANEOUS
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Utah, without regard to principles of conflict of
laws. Each of the parties consents to the jurisdiction of the federal court
whose district encompasses any part of the County of Utah or the state courts
of the State of Utah sitting in the County of Utah in connection with any
dispute arising under this Agreement or any of the transactions contemplated
hereby, and hereby waives, to the maximum extent permitted by law, any
objection, including any objections based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
This Agreement may be signed in one or more counterparts, each of which
shall be deemed an original.
The headings of this Agreement are for convenience of reference only and
shall not form part of, or affect the interpretation of this Agreement.
This Agreement and each of the Primary Documents have been entered into
freely by each of the parties, following consultation with their respective
counsel, and shall be interpreted fairly in accordance with its respective
terms, without any construction in favor of or against either party. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement or the validity
or unenforceability of this Agreement in any other jurisdiction.
This Agreement shall inure to the benefit of, and be binding upon the
successors and assigns of each of the parties hereto, including any
transferees of the Common Stock, the Stock Purchase Warrants, and, if the
Stock Purchase Warrants shall be exercised, the Warrant Shares.
This Agreement may be amended only by an instrument in writing signed by
the party to be charged with enforcement. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof.
10. NOTICES
Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission and mailing a copy of such confirmation, postage prepaid
by certified mail, return receipt requested) or two business days following
deposit of such notice with an internationally recognized courier service,
with postage prepaid and addressed to each of the other parties thereunto
entitled at the following addresses, or at such other addresses as a party may
designate by five days advance written notice to each of the other parties
hereto.
COMPANY:
Galtech Semiconductor Materials Corporation
000 Xxxx 000 Xxxxx
Xxxxxx, Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
PURCHASER:
Verity Global Financial, LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: X. X. Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
With a copy to:
_______________________
_______________________
_______________________
11. SURVIVAL
The agreements, covenants, representations and warranties of the Company
and the Purchaser shall survive the execution and delivery of this Agreement
and the delivery of the securities hereunder.
IN WITNESS WHEREOF, this Securities Purchase Agreement has been duly
executed by each of the undersigned.
GALTECH SEMICONDUCTOR MATERIALS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President
VERITY GLOBAL FINANCIAL, LLC
By: /s/ X. X. Xxxxxx
-----------------
Name: X. X. Xxxxxx
Title: Managing Director
EXHIBIT INDEX
EXHIBIT A FORM OF INITIAL WARRANT
EXHIBIT B FORM OF SUPPLEMENTAL WARRANT
EXHIBIT C FORM OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT A
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND
REGULATIONS THEREUNDER OR ANY STATE SECURITIES LAWS OR THE PROVISIONS OF THIS
WARRANT.
No. of Shares of Common Stock: 600,000 shares
INITIAL WARRANT
To Purchase Common Stock of
GALTECH SEMICONDUCTOR MATERIALS CORPORATION
THIS IS TO CERTIFY THAT VERITY GLOBAL FINANCIAL, LLC, a Texas
limited liability company, or its registered assigns, is entitled, at any time
from the Initial Closing Date (as hereinafter defined) to the Expiration Date
(as hereinafter defined), to purchase from GALTECH SEMICONDUCTOR MATERIALS
CORPORATION, a Utah corporation (the "Company"), 600,000 shares of Common
Stock (as hereinafter defined and subject to adjustment as provided herein),
in whole or in part, including fractional parts, at a purchase price per share
equal to $0.25 (subject to any adjustments made to such amount pursuant to
Section 4 hereto) on the terms and conditions and pursuant to the provisions
hereinafter set forth.
1. DEFINITIONS
As used in this Warrant, the following terms have the respective meanings
set forth below:
"Additional Shares of Common Stock" shall mean all shares of Common Stock
issued by the Company after the Initial Closing Date, other than Warrant
Stock.
"Business Day" shall mean any day that is not a Saturday or Sunday or a
day on which banks are required or permitted to be closed in the State of
Utah.
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.
"Common Stock" shall mean (except where the context otherwise indicates)
the Common Stock, par value $0.00025 per share, of the Company as constituted
on the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of the Company
of any other class (regardless of how denominated) issued to the holders of
shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets over any other class of stock of the
Company and which is not subject to redemption and (ii) shares of common stock
of any successor or acquiring corporation received by or distributed to the
holders of Common Stock of the Company in the circumstances contemplated by
Section 4.3.
"Current Warrant Price" shall mean $0.25, subject to any adjustments to
such amount made in accordance with Section 4 hereof.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to
time.
"Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.
"Expiration Date" shall mean the date that is 30 days after the Initial
Closing Date.
"Holder" shall mean the Person in whose name the Warrant or Warrant Stock
set forth herein is registered on the books of the Company maintained for such
purpose.
"Initial Closing Date" shall have the meaning set forth in the Securities
Purchase Agreement.
"Market Price" per Common Share means the average of the closing bid
prices of the Common Shares as reported on the National Association of
Securities Dealers Automated Quotation System for the National Market,
("NASDAQ") or, if such security is not listed or admitted to trading on the
NASDAQ, on the principal national security exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the closing bid price of such security on the over-the-
counter market on the day in question as reported by the National Association
of Security Dealers, Inc., or a similar generally accepted reporting service,
as the case may be, for the five trading days immediately preceding the date
of determination.
"Other Property" shall have the meaning set forth in Section 4.3.
"Outstanding" shall mean, when used with reference to Common Stock, at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.
"Person" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, incorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether
federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department
thereof).
"Registration Rights Agreement" shall mean the Registration Rights
Agreement of even date herewith by and between the Company and Verity Global
Financial, LLC, as it may be amended from time to time.
"Restricted Common Stock" shall mean shares of Common Stock which are, or
which upon their issuance on the exercise of this Warrant would be, evidenced
by a certificate bearing the restrictive legend set forth in Section 9.1(a).
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Securities Purchase Agreement" shall mean the Securities Purchase
Agreement of even date herewith by and between the Company and Verity Global
Financial, LLC, as it may be amended from time to time.
"Transfer" shall mean any disposition of any Warrant or Warrant Stock or
of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.
"Transfer Notice" shall have the meaning set forth in Section 9.2.
"Warrants" shall mean this Warrant and all warrants issued upon transfer,
division or combination of, or in substitution for, any thereof. All Warrants
shall at all times be identical as to terms and conditions and date, except as
to the number of shares of Common Stock for which they may be exercised.
"Warrant Price" shall mean an amount equal to (i) the number of shares of
Common Stock being purchased upon exercise of this Warrant pursuant to Section
2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.
"Warrant Stock" shall mean the shares of Common Stock purchased by the
holders of the Warrants upon the exercise thereof.
2. EXERCISE OF WARRANT
2.1. Manner of Exercise. From and after the Initial Closing Date and
until 5:00 P.M., Mountain time, on the Expiration Date, Holder may exercise
this Warrant, on any Business Day, for all or any part of the number of shares
of Common Stock purchasable hereunder.
In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at the office or agency designated by the Company
pursuant to Section 12: (i) a written notice of Holder's election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock
to be purchased; (ii) payment by cash, check or bank draft payable to the
Company of the Warrant Price in cash or by wire transfer or cashier's check
drawn on a United States bank; and (iii) this Warrant. Such notice shall be
substantially in the form of the subscription form appearing at the end of
this Warrant as Annex A, duly executed by Holder or its agent or attorney.
Upon receipt of the items referred to in clauses (i), (ii) and (iii) above,
the Company shall, as promptly as practicable, execute or cause to be executed
and deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable upon
such exercise, together with cash in lieu of any fraction of a share, as
hereinafter provided. The stock certificate or certificates so delivered
shall be, to the extent possible, in such denomination or denominations as
Holder shall request in the notice and shall be registered in the name of
Holder or, subject to Section 9, such other name as shall be designated in the
notice. This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and Holder or
any other Person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the
Warrant has been exercised by payment to the Company of the Warrant Price. If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.
2.2. Payment of Taxes and Charges. All shares of Common Stock issuable
upon the exercise of this Warrant pursuant to the terms hereof shall be
validly issued, fully paid and nonassessable, and without any preemptive
rights. The Holder shall pay all expenses in connection with, and all taxes
and other governmental charges that may be imposed with respect to, the issue
or delivery thereof.
2.3. Fractional Shares. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such
final fraction in an amount equal to the same fraction of the Market Price per
share of Common Stock on the relevant exercise date.
3. TRANSFER, DIVISION AND COMBINATION
3.1. Transfer. Subject to compliance with Section 9, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the principal office of the Company referred to in Section 2.1
or the office or agency designated by the Company pursuant to Section 12,
together with a written assignment of this Warrant substantially in the form
of Annex B hereto duly executed by Holder or its agent or attorney. Upon such
surrender, the Company shall, subject to Section 9, execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be canceled. A Warrant, if properly
assigned in compliance with Section 9, may be exercised by a new Holder for
the purchase of shares of Common Stock without having a new Warrant issued.
3.2. Division and Combination. Subject to Section 9, this Warrant may
be divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
3.1 and with Section 9, as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant
or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.
3.3. Expenses. The Company shall prepare, issue and deliver at Holder's
expense the new Warrant or Warrants under this Section 3.
3.4. Maintenance of Books. The Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration of
transfer of the Warrants.
4. ADJUSTMENTS
The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise
of this Warrant, shall be subject to adjustment from time to time as set forth
in this Section 4. The Company shall give Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at the
time of such event.
4.1. Stock Dividends, Subdivisions and Combinations. If at any time the
Company shall:
(a) take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend payable in, or other distribution of,
Additional Shares of Common Stock;
(b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock; or
(c) combine its outstanding shares of Common Stock into a smaller number
of shares of Common Stock;
then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record holder
of the same number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event; and (ii) the Current
Warrant Price shall be adjusted to equal (A) the Current Warrant Price
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares for which this Warrant is exercisable immediately after such
adjustment.
4.2. Other Provisions Applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Current Warrant Price provided for in this Section 4:
(a) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur. For the purpose of any adjustment, any specified
event shall be deemed to have occurred at the close of business on the date of
its occurrence.
(b) Fractional Interests. In computing adjustments under this Section
4, fractional interests in Common Stock shall be taken into account to the
nearest 1/10th of a share.
4.3. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all
its property, assets or business to another corporation and, pursuant to the
terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or distributed
to the holders of Common Stock of the Company, then Holder shall have the
right thereafter to receive, upon exercise of the Warrant, the number of
shares of common stock of the successor or acquiring corporation or of the
Company, if it is the surviving corporation, and Other Property receivable
upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations
and liabilities hereunder, subject to such modifications as may be deemed
appropriate, subject to the Holder's consent, in order to provide for
adjustments of shares of Common Stock for which this Warrant is exercisable
which shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 4. For purposes of this Section 4.3, "common stock of the
successor or acquiring corporation" shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any other
class of stock of such corporation and which is not subject to redemption and
shall also include any evidences of indebtedness, shares of stock or other
securities which are convertible into or exchangeable for any such stock,
either immediately or upon the arrival of a specified date or the happening of
a specified event and any warrants or other rights to subscribe for or
purchase any such stock. The foregoing provisions of this Section 4.3 shall
similarly apply to successive reorganizations, reclassifications, mergers,
consolidations or dispositions of assets.
4.4. No Voting Rights. This Warrant shall not entitle its Holder to any
voting rights or other rights as a shareholder of the Company.
5. NOTICES TO HOLDER
5.1. Notice of Adjustments. Whenever the number of shares of Common
Stock for which this Warrant is exercisable, or whenever the price at which a
share of such Common Stock may be purchased upon exercise of the Warrants,
shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a
certificate to be executed by an executive officer of the Company setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated, specifying the number of shares of
Common Stock for which this Warrant is exercisable and (if such adjustment was
made pursuant to Section 4.3) describing the number and kind of any other
shares of stock or Other Property for which this Warrant is exercisable, and
any change in the purchase price or prices thereof, after giving effect to
such adjustment or change. The Company shall promptly cause a signed copy of
such certificate to be delivered to the Holder in accordance with Section
14.1. The Company shall keep at its office or agency designated pursuant to
Section 12 copies of all such certificates and cause the same to be available
for inspection at said office during normal business hours by the Holder, its
representatives, or any prospective purchaser of a Warrant designated by the
Holder.
5.2. Notice of Corporate Action. If at any time:
(a) the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or other distribution,
or any right to subscribe for or purchase any evidences of its indebtedness,
any shares of stock of any class or any other securities or property, or to
receive any other right;
(b) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale, transfer or
other disposition of all or substantially all the property, assets or business
of the Company to, another corporation; or
(c) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the company;
then, in any one or more of such cases, the Company shall give to Holder (i)
at least 30 Business Days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 30 Business
Days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof; and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or
winding up. Each such written notice shall be sufficiently given if addressed
to Holder at the last address of Holder appearing on the books of the Company
and delivered in accordance with Section 14.1.
6. NO IMPAIRMENT
The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such term and in the
taking of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value; (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock upon the exercise of this Warrant; and (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant.
7. RESERVATION AND AUTHORIZATION OF COMMON STOCK
From and after the date hereof, the Company shall at all times reserve
and keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and
payment therefor in accordance with the terms of such Warrant, shall be duly
and validly issued and fully paid and nonassessable, and not subject to
preemptive rights.
Before taking any action which would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable or in
the Current Warrant Price, the Company shall obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.
8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS
In the case of all dividends or other distributions by the Company to the
holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, the Company will in each
such case take such a record as of the close of business on a Business Day.
The Company will not at any time close its stock transfer books or Warrant
transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.
9. RESTRICTIONS ON TRANSFERABILITY
The Warrants and the Warrant Stock shall not be transferred, hypothecated
or assigned before satisfaction of the conditions specified in this Section 9,
which conditions are intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant
Stock. Holder, by acceptance of this Warrant, agrees to be bound by the
provisions of this Section 9.
9.1. Restrictive Legend. The Holder by accepting this Warrant and any
Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon
exercise hereof may not be assigned or otherwise transferred unless and until
(i) the Company has received an opinion of counsel for the Holder that such
securities may be sold pursuant to an exemption from registration under the
Securities Act; or (ii) a registration statement relating to such securities
has been filed by the Company and declared effective by the Commission.
(a) Each certificate for Warrant Stock issuable hereunder shall bear a
legend substantially worded as follows unless such securities have been sold
pursuant to an effective registration statement under the Securities Act:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") or any
state securities laws. The securities may not be offered for sale, sold,
assigned, offered, transferred or otherwise distributed for value except (i)
pursuant to an effective registration statement under the Act or any state
securities laws or (ii) pursuant to an exemption from registration or
prospectus delivery requirements under the Act or any state securities laws in
respect of which the Company has received an opinion of counsel satisfactory
to the Company to such effect. Copies of the agreement covering both the
purchase of the securities and restricting their transfer may be obtained at
no cost by written request made by the holder of record of this certificate to
the Secretary of the Company at the principal executive offices of the
Company."
(b) Except as otherwise provided in this Section 9, the Warrant shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"This Warrant and the securities represented hereby have not been
registered under the Securities Act of 1933, as amended, or any state
securities laws and may not be transferred in violation of such Act, the rules
and regulations thereunder or any state securities laws or the provisions of
this Warrant."
9.2. Notice of Proposed Transfers. Prior to any Transfer or attempted
Transfer of any warrants or any shares of Restricted Common Stock, the Holder
shall give five days' prior written notice (a "Transfer Notice") to the
Company of Holder's intention to effect such Transfer, describing the manner
and circumstances of the proposed Transfer, and obtain from counsel to Holder
an opinion that the proposed Transfer of such Warrants or such Restricted
Common
Stock may be effected without registration under the Securities Act or state
securities laws. After the Company's receipt of the Transfer Notice and
opinion, such Holder shall thereupon be entitled to Transfer such Warrants or
such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted Common
Stock issued upon such Transfer and the Warrant issued upon such Transfer
shall bear the restrictive legends set forth in Section 9.1, unless in the
opinion of such counsel such legend is not required in order to ensure
compliance with the Securities Act.
9.3. Required Registration. Pursuant to the terms and conditions set
forth in the Registration Rights Agreement, the Company shall prepare and file
with the Commission as soon as practicable, a Registration Statement relating
to the offer and sale of the Common Stock issuable upon exercise of the
Warrants and shall use its best efforts to cause the Commission to declare
such Registration Statement effective in accordance with the terms set forth
in Section 2 of the Registration Rights Agreement.
9.4. Termination of Restrictions. Notwithstanding the foregoing
provisions of Section 9, the restrictions imposed by this Section upon the
transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common Stock issuable upon the exercise of the Warrants) and the
legend requirements of Section 9.1 shall terminate as to any particular
Warrant or share of Warrant Stock or Restricted Common Stock (i) when and so
long as such security shall have been effectively registered under the
Securities Act and applicable state securities laws and disposed of pursuant
thereto or (ii) when the Company shall have received an opinion of counsel
that such shares may be transferred without registration thereof under the
Securities Act and applicable state securities laws. Whenever the
restrictions imposed by Section 9 shall terminate as to this Warrant, as
hereinabove provided, the Holder hereof shall be entitled to receive from the
Company upon written request of the Holder, at the expense of the Holder, a
new Warrant bearing the following legend in place of the restrictive legend
set forth hereon:
"THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________,
20__, AND ARE OF NO FURTHER FORCE AND EFFECT."
All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon. Whenever the restrictions
imposed by this Section shall terminate as to any share of Restricted Common
Stock, as hereinabove provided, the holder thereof shall be entitled to
receive from the Company, at the Holder's expense, a new certificate
representing such Common Stock not bearing the restrictive legends set forth
in Section 9.1.
10. SUPPLYING INFORMATION
The Company shall cooperate with Holder in supplying such information as
may be reasonably necessary for Holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a
condition to the availability of an exemption from the Securities Act for the
sale of any Warrant or Restricted Common Stock.
11. LOSS OR MUTILATION
Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it
being understood that the written agreement of the Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like
tenor to Holder; provided, in the case of mutilation, no indemnity shall be
required if this Warrant in identifiable form is surrendered to the Company
for cancellation.
12. OFFICE OF THE COMPANY
As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be the principal executive offices of
the Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant, such office to
be initially located at: American Registrar & Transfer Company, Inc., 000
Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000; fax: (000) 000-0000; provided,
however, that the Company shall provide prior written notice to Holder of a
change in address no less than 30 days prior to such change.
13. LIMITATION OF RIGHTS AND LIABILITIES
No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any right or liability of
Holder as a stockholder of the Company.
14. MISCELLANEOUS
14.1. Notice Generally. Except as may be otherwise provided herein,
any notice or other communication or delivery required or permitted hereunder
shall be in writing and shall be delivered personally or sent by certified
mail, postage prepaid, or by a nationally recognized overnight courier
service, and shall be deemed given when so delivered personally or by
overnight courier service, or, if mailed, three days after the date of deposit
in the United States mails, as follows:
(a) If to the Company, to:
Galtech Semiconductor Materials Corporation
000 Xxxx 000 Xxxxx
Xxxxxx, Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to the Purchaser, to:
Verity Global Financial, LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: X. X. Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
With a copy to:
_______________________
_______________________
_______________________
The Company or the Holder may change the foregoing address by notice
given pursuant to this Section 14.1.
14.2. Successors and Assigns. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder.
14.3. Amendment. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived only with the prior written consent
of the Company and the Holder.
14.4. Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Warrant.
14.5. Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.
14.6. Governing Law. This Warrant shall be governed by the laws of
the State of Utah, without regard to the provisions thereof relating to
conflict of laws. The Company consents to the jurisdiction of the federal
courts whose districts encompass any part of the County of Utah or the state
courts of the State of Utah sitting in the County of Utah in connection with
any dispute arising under this Warrant or any of the transactions contemplated
hereby, and hereby waives, to the maximum extent permitted by law, any
objection, including any objections based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.
Dated: 1 June, 2000
GALTECH SEMICONDUCTOR MATERIALS
CORPORATION
By: /s/ Xxxxxxx X Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: President
Attest:
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary/Treasurer
ANNEX A
SUBSCRIPTION FORM
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of _____________ Shares of Common Stock of
Galtech Semiconductor Materials Corporation, and herewith makes payment
therefor in cash or by check or bank draft made payable to the Company, all at
the price and on the terms and conditions specified in this Warrant and
requests that certificates for the shares of Common Stock hereby purchased
(and any securities or other property issuable upon such exercise) be issued
in the name of and delivered to ______________________, whose address is
_____________________________________, and, if such shares of Common Stock
shall not include all of the shares of Common Stock issuable as provided in
this Warrant, that a new Warrant of like tenor and date for the balance of the
shares of Common Stock issuable hereunder be delivered to the undersigned.
___________________________
(Name of Registered Owner)
___________________________
(Signature of Registered Owner)
___________________________
(Street Address)
___________________________
(City) (State) (Zip Code)
NOTICE: The signature on this subscription must correspond with the
name as written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever.
ANNEX B
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:
Name and Address of Assignee: _______________________________________________
No. of Shares of Common Stock: ___________________
and does hereby irrevocably constitute and appoint __________________________
attorney-in-fact to register such transfer on the books of Galtech
Semiconductor Materials Corporation, maintained for the purpose, with full
power of substitution in the premises.
Dated:_____________ Print Name:____________________
Signature:_____________________
Witness:_______________________
NOTICE: The signature on this assignment must correspond with the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2000
(the "Agreement"), is made by and between GALTECH SEMICONDUCTOR MATERIALS
CORPORATION, a Utah corporation (the "Company") and VERITY GLOBAL FINANCIAL,
LLC, a Texas limited liability company (the "Purchaser").
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement, dated as of the
date hereof among the Purchaser and the Company (the "Securities Purchase
Agreement"), the Company has agreed to issue and sell to the Purchaser:(i)
800,000 "unregistered" and "restricted" shares of the Company's $0.00025 par
value common stock at an aggregate price of $200,000 (the "Common Stock");
(ii) warrants (the "Initial Warrants") to purchase 600,000 shares of the
Company's common stock at an aggregate price of $150,000 (the "Initial Warrant
Shares"); and (ii) warrants (the "Supplemental Warrants") to purchase 400,000
shares of the Company's common stock at an aggregate price of $100,000 (the
"Supplemental Warrant Shares") (the Initial Warrants and the Supplemental
Warrants shall be referred to collectively as the "Stock Purchase Warrants;"
and the Initial Warrant Shares and the Supplemental Warrant Shares shall be
referred to collectively as the "Warrant Shares");
WHEREAS, pursuant to the terms of the Stock Purchase Warrants, upon
exercise of the Stock Purchase Warrants, the Company will issue to the
Purchaser Warrant Shares; and
WHEREAS, to induce the Purchaser to execute and deliver the Securities
Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended (the "Securities Act"),
and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
hereby agree as follows:
1. Definitions.
(a) As used in this Agreement, the following terms shall have the
following meanings:
(i) "Registration Statement" means a registration statement or
registration statements of the Company filed under the Securities Act covering
the Warrant Shares.
(ii) "Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415
under the Securities Act or any successor rule providing for offering
securities on a continuous basis ("Rule 415"), and the declaration or ordering
of effectiveness of such Registration Statement by the United States
Securities and Exchange Commission (the "Commission").
Capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth in the Securities Purchase Agreement.
2. Registration.
(i) Registration Statement. The Company shall prepare, and, as soon as
practicable, file with the Commission a Registration Statement or Registration
Statements (as necessary) on Form SB-2, covering the resale of all of the
Warrant Shares. In the event that Form SB-2 is unavailable for such a
registration, the Company shall use such other form as is available for such a
registration. Any Registration Statement prepared pursuant hereto shall
register for resale all of the Warrant Shares. Such Registration Statement
shall state that, in accordance with Rule 416 under the Securities Act, it
also covers such indeterminate number of additional Shares as may become
issuable upon exercise of the Stock Purchase Warrants (i) resulting from any
adjustment in the Exercise Price of such Stock Purchase Warrants or (ii) to
prevent dilution resulting from stock splits or stock dividends. The Company
shall use its best efforts to have the Registration Statement declared
effective within the earliest to occur of (i) 120 days following the date
hereof; or (ii) if the Commission elects not to conduct a review of the
Registration Statement, the date which is five business days after the date
upon which either the Company or its counsel is so notified, whether orally or
in writing. The Company shall at all times use its best efforts to file
each required Registration Statement or amendment to a Registration Statement
as soon as practicable after the date the Company becomes obligated to file
such Registration Statement or amendment, as the case may be, and to cause
each such Registration Statement or amendment to become effective as soon as
possible thereafter.
(ii) The Company shall keep each Registration Statement effective
pursuant to Rule 415 at all times until such date as is the earlier of (i) the
date on which all of the Warrant Shares have been sold; (ii) the date on which
the Warrant Shares (in the opinion of counsel to the Purchaser) may be
immediately sold without restriction (including without limitation as to
volume by each holder thereof) without registration under the Securities Act
and; (iii) the date which is 24 months following the date on which the
Registration Statement was declared effective (the "Registration Period").
3. Obligations of the Company. In connection with the registration of the
Warrant Shares, the Company shall do each of the following:
(a) Prepare and file with the Commission the Registration Statement
required by Section 2 of this Agreement and such amendments (including
post-effective amendments) and supplements to the Registration Statement and
the prospectuses used in connection with the Registration Statement, each in
such form as to which the Purchaser and its counsel shall not have objected,
as may be necessary to keep the Registration effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all of the
Warrant Shares covered by the Registration Statement until such time as all of
such Warrant Shares have been disposed of in accordance with the intended
methods of disposition by the seller or sellers thereof as set forth in the
Registration Statement;
(b) Furnish to the Purchaser, promptly after the Registration Statement
is prepared and publicly distributed, filed with the Commission, or received
by the Company, a copy of the Registration Statement, each preliminary
prospectus, each final prospectus, and all amendments and supplements thereto
and such other documents as the Purchaser may reasonably request in order to
facilitate the disposition of its Warrant Shares;
(c) Use all best efforts to (i) register and qualify the Warrant Shares
covered by the Registration Statement under such other securities or blue sky
laws of such jurisdictions as the Purchaser may reasonably request; (ii)
prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at
all times during the Registration Period; and (iii) take such other actions as
may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period;
(d) As promptly as practicable after becoming aware of such event,
notify the Purchaser of the occurrence of any event of which the Company has
knowledge, as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading, and to use its best efforts to promptly prepare a
supplement or amendment to the Registration Statement or other appropriate
filing with the Commission to correct such untrue statement or omission, and
to deliver a number of copies of such supplement or amendment to the Purchaser
as the Purchaser may reasonably request;
(e) As promptly as practicable after becoming aware of such event,
notify the Purchaser who holds Warrant Shares being sold (or, in the event of
an underwritten offering, the underwriters) of the issuance by the Commission
of any stop order or other suspension of the effectiveness of the Registration
Statement at the earliest possible time, and to use its best efforts to
promptly obtain the withdrawal of such stop order or other suspension of
effectiveness;
(f) If the offering is underwritten, at the request of the Purchaser, to
furnish on the date that Warrant Shares are delivered to the underwriters for
sale pursuant to such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to
the underwriters and to any Purchaser selling Warrant Shares in connection
with such underwriting, stating that such registration statement has become
effective under the Securities Act and that (A) to the best knowledge of such
counsel, no stop order suspending the effectiveness thereof has been issued
and no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act and (B) the registration statement, the
related prospectus and each amendment or supplement thereof comply as to form
in all material respects with the requirements of the Securities Act (except
that such counsel need not express any opinion as to financial statements or
other financial data contained therein); and (ii) a letter dated such date
from the Company's independent public accountants addressed to the
underwriters and to the Purchaser, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion
of such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to
the period ending no more than five (5) business days prior to the date of
such letter) with respect to such registration as such underwriters may
reasonably request; and
(g) Cooperate with the Purchaser to facilitate the timely preparation
and delivery of certificates for the Warrant Shares to be offered pursuant to
the Registration Statement and to enable such certificates for the Warrant
Shares to be in such denominations or amounts, as the case may be, as the
Purchaser may reasonably request, and registered in such names as the
Purchaser may request.
4. Obligations of the Purchaser. In connection with the registration of the
Warrant Shares, the Purchaser shall have the following obligations:
(a) Take all other reasonable actions necessary to expedite and
facilitate the disposition by the Purchaser of the Warrant Shares pursuant to
the Registration Statement.
(b) Furnish to the Company such information regarding itself, the
Warrant Shares held by it, and the intended method of disposition of the
Warrant Shares held by it, as shall be reasonably required to effect the
registration of such Warrant Shares, and the Purchaser shall execute such
documents in connection with such registration as the Company may reasonably
request.
(c) The Purchaser, by its acceptance of the Stock Purchase Warrants or
the Warrant Shares, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder.
(d) The Purchaser agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(d) or
3(e) above, it will immediately discontinue disposition of its Warrant Shares
pursuant to the Registration Statement covering such Warrant Shares until such
copies of the supplemented or amended prospectus contemplated by Section 3(d)
or 3(e) shall be furnished to the Purchaser.
5. Expenses of Registration. All expenses, other than underwriting
discounts and commissions and other fees and expenses of investment bankers
and other than brokerage commissions, incurred in connection with
registrations, filings or qualifications pursuant to Section 3, with
respect to each Registration Statement filed pursuant hereto, shall be borne
by the Company.
6. Indemnification. In the event any Warrant Shares are included in a
Registration Statement under this Agreement:
(a) The Company will indemnify and hold harmless the Purchaser, each of
its officers, directors, shareholders and members, and each person, if any,
who controls the Purchaser within the meaning of the Securities Act or the
Exchange Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities or expenses (joint or several) incurred (collectively,
"Claims") to which any of them may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any post-effective
amendment thereof or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading; (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the Commission) or the omission to state
therein any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading; or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state or foreign securities law or any
rule or regulation under the Securities Act, the Exchange Act or any state or
foreign securities law (the matters in foregoing clauses (i) through (iii)
being, collectively, "Violations").
Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a) shall not: (i) apply
to any Claim arising out of or based upon a modification which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (ii) with respect to any preliminary
prospectus, inure to the benefit of any such person from whom the person
asserting any such Claim purchased the Warrant Shares that are the subject
thereof (or to the benefit of any person controlling such person) if the
untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the final prospectus, as then amended or
supplemented, if such final prospectus was timely made available by the
Company pursuant to Section 3(b) hereof; (iii) be available to the extent that
such Claim is based upon a failure of the Purchaser to deliver or to cause to
be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(b) hereof; or
(iv) apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld. The Purchaser will indemnify the Company
and its officers and directors against any Claims arising out of or based upon
a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company, by or on behalf of the Purchaser,
expressly for use in connection with the reparation of the Registration
Statement, subject to such limitations and conditions as are applicable to the
Indemnification provided by the Company in this Section 6.
(b) Promptly after receipt by an Indemnified Person under this Section 6
of notice of the commencement of any action (including any governmental
action), such Indemnified Person shall, if a Claim in respect thereof is to be
made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and to the extent
that the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified
Person, provided, however, that an Indemnified Person shall have the right to
retain its own counsel with the reasonable fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified
Person and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person and any other
party represented by such counsel in such proceeding. In such event, the
Company shall pay for only one separate legal counsel for the Purchaser, and
such legal counsel shall be selected by the Purchaser. The failure to deliver
written notice to an indemnifying party within a reasonable time after the
commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person under this Section 6, except to the
extent that the indemnifying party is materially prejudiced in its ability to
such action.
(c) No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such Indemnified Person of an unconditional and irrevocable release from all
liability in respect of such claim or litigation.
7. Contribution. To the extent any indemnification by an indemnifying party
is prohibited or limited under applicable law, the indemnifying party agrees
to contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage, liability or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and the Indemnified Person on the other hand in connection with the
statements or omissions which resulted in such Claim, as well as any other
relevant equitable considerations. The relative fault of the indemnifying
party and the Indemnified Person shall be determined by reference to, among
other things, whether the untrue statement of a material fact or the omission
to state a material fact on which such Claim is based relates to information
supplied by the indemnifying party or by the Indemnified Person, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. Notwithstanding the forgoing:
(i) no contribution shall be made under circumstances where the payor would
not have been liable for indemnification under the fault standards set forth
in Section 6; (ii) no seller of Warrant Shares guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Warrant Shares who was
not guilty of such fraudulent misrepresentation and (iii) contribution by any
seller of Warrant Shares shall be limited in amount to the net proceeds
received by such seller from the sale of such Warrant Shares. The Company and
the Purchaser agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro-rata allocation (even if
the Purchaser and any other party were treated as one entity for such purpose)
or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section.
8. Reports Under Exchange Act.
With a view to making available to the Purchaser the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may at any time permit the Purchaser to sell securities
of the Company to the public without registration ("Rule 144"), the Company
agrees, for so long as the Purchaser is not eligible to use Rule 144(k) for
the resale of the Warrant Shares, to:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144;
(ii) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and
(iii) furnish to the Purchaser so long as the Purchaser owns Warrant
Shares, promptly upon request: (i) a written statement by the Company that it
has complied with the reporting requirements of the Securities Act and the
Exchange Act; (ii) a copy of the most recent annual or periodic report of the
Company and such other reports and documents so filed by the Company; and
(iii) such other information as may be reasonably requested to permit the
Purchaser to sell such securities pursuant to Rule 144 without registration.
9. Assignment of the Registration Rights. The rights to have the Company
register Warrant Shares pursuant to this Agreement shall be automatically
assigned by Purchaser to any transferee of all or any portion of the Stock
Purchase Warrants or the underlying Warrant Shares held by Purchaser if: (a)
Purchaser agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment; (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of: (i)
the name and address of such transferee or assignee; and (ii) the securities
with respect to which such registration rights are being transferred or
assigned; (c) at or before the time the Company receives the written notice
contemplated by clause (b) of this sentence, the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein; and (d) the transfer of the relevant securities complies with the
restrictions set forth in Section 4 of the Securities Purchase Agreement.
10. Amendment of Registration Rights. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Purchaser. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon Purchaser
and the Company.
11. Miscellaneous.
(a) A person or entity is deemed to be a holder of Stock Purchase
Warrants or Warrant Shares whenever such person or entity owns of record such
Stock Purchase Warrants or Warrant Shares. If the Company receives
conflicting instructions, notices or elections from two or more persons or
entities with respect to the same Stock Purchase Warrants or Warrant Shares,
the Company shall act upon the basis of the instructions, notice or election
received from the registered owner of such Stock Purchase Warrants or Warrant
Shares.
(b) Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission and mailing a copy of such confirmation postage prepaid by
certified mail, return receipt requested) or two business days following
deposit of such notice with an internationally recognized courier service,
with postage prepaid and addressed to each of the other parties thereunto
entitled at the following addresses, or at such other addresses as a party may
designate by 10 days advance written notice to each of the other parties
hereto.
COMPANY:
Galtech Semiconductor Materials Corporation
000 Xxxx 000 Xxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx 000 Xxxxx, Xxxxx #000
Xxxx Xxxx Xxxx, Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
PURCHASER:
Verity Global Financial, LLC
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: X. X. Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
With a copy to:
_______________________
_______________________
_______________________
(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
(d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Utah. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
County of Utah or the state courts of the State of Utah sitting in the County
of Utah in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original.
The headings of this Agreement are for convenience of reference and shall
not form part of, or affect the interpretation of, this Agreement. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such validity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. Subject to the
provisions of Section 10 hereof, this Agreement may be amended only by an
instrument in writing signed by the party to be charged with enforcement.
This Agreement supersedes all prior agreements and understandings among the
parties hereto with respect to the subject matter hereof.
(e) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. This Agreement supersedes
all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof.
(f) Subject to the requirements of Section 9 hereof, this Agreement
shall inure to the benefit of and be binding upon the successors and assigns
of each of the parties hereto.
(g) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
undersigned.
"COMPANY"
GALTECH SEMICONDUCTOR MATERIALS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President
"PURCHASER"
VERITY GLOBAL FINANCIAL, LLC
By: /s/ X. X. Xxxxxx
-----------------
Name: X. X. Xxxxxx
Title: Managing Director
