ESCROW AGREEMENT
Exhibit
10.3
ESCROW
AGREEMENT dated as of this 11th
day of
June 2007 (the “Agreement”), by and among XXXXXXXX TECHNOLOGIES, INC., a Florida
corporation (the “Company”), XXXXXXX SAVAGE LLP, (the “Agent”), SOUTHRIDGE
PARTNERS LP, a Delaware limited partnership (“Southridge”), SOUTHSHORE CAPITAL
FUND LTD, a Cayman Islands corporation, ABERDEEN AVENUE LLC, a Cayman Islands
limited liability company, BRITTANY CAPITAL MANAGEMENT LTD., a Bahamian
corporation, XXXXXX XXXXXX, XXXX XXXXXXX and syndicated investors (each such
investor is an “Investor,” and all such investors are, collectively, the
“Investors”), and XXXXXXX XXXXX, as representative of the Investors.
W I T N E S S E T H:
WHEREAS,
pursuant to a certain Litigation Settlement, Securities Purchase, Relinquishment
and Exchange Agreement dated June 11, 2007 by and between the Company and the
Investors (the “Purchase Agreement”), the Company is selling and the Investors
are purchasing, for $1,500,000, three million one hundred fifty-five thousand
nine hundred forty-nine (3,155,949) shares of common stock of Technest Holdings,
Inc., a Nevada corporation (“Technest”), par value $.001 per share (the
“Technest Common Stock”), subject to the terms and conditions set forth therein
(the “Purchased Technest Shares”); and
WHEREAS,
pursuant to the Purchase Agreement, the Company is offering each
Investor shares of its newly issued Series G Convertible Preferred Stock,
$0.0001
par value per share (the “Series G Preferred Stock”),
in
exchange for each Investor’s shares of Series
E
Convertible Preferred Stock, $0.0001 par value per share, of the Company (the
“Series E Preferred Stock”); and
WHEREAS,
in
accordance with the rights associated with the Series G Preferred Stock, the
Investors may, at their option, convert their interests thereunder into shares
of Technest Common Stock, pursuant to the terms and conditions thereunder;
and
WHEREAS,
the
Purchase Agreement provides that (i) the Company shall deposit with the Agent
four million one hundred fifty-five thousand nine hundred forty-nine (4,155,949)
shares of Technest Common Stock, which includes the Purchased Technest Shares,
the Relinquishment Shares (as defined in the Purchase Agreement) and an
additional 250,000 shares of Technest Common Stock to be used to pay certain
creditors of Xxxxxxxx, and (ii) the Pledged Shares (as defined in the Purchase
Agreement) shall be deposited with the Agent by Silicon Valley Bank immediately
upon its release of its security interest in such Pledged Shares (for purposes
of this Agreement, the securities listed in (i) - (ii) above being the “Escrow
Shares”), in order to secure the conversion rights associated with the Series G
Preferred Stock into Technest Common Stock and to effectuate disbursements
to
the Investors and third parties of the Escrow Shares as contemplated by the
Purchase Agreement; and
WHEREAS,
the
parties have agreed that the $1,500,000 proceeds of the sale and purchase of
the
Purchased Technest Shares shall be deposited in a segregated escrow account
to
be held by Escrow Agent (the “Escrow Funds”), in order to effectuate
disbursements to the Company and third parties, as directed by the Company,
at
and after the closing held on the date hereof (the “Closing”), as set forth in
the Purchase Agreement; and
WHEREAS,
Agent
has agreed to accept, hold, and disburse the Escrow Funds and Escrow Shares
deposited with it in accordance with the terms of this Agreement;
and
WHEREAS,
in
order to establish the escrow of funds and shares to effect the provisions
of
the Purchase Agreement the parties hereto have entered into this
Agreement.
NOW,
THEREFORE,
in
consideration of the mutual promises herein contained and intending to be
legally bound, the parties hereby agree as follows:
1. Appointment
of and Acceptance by Agent.
1.1 The
Company and the Investors hereby appoints the Agent as escrow agent for the
Escrow Funds in accordance with the terms and conditions set forth herein.
The
Agent hereby accepts such appointment and, upon receipt by wire transfer of
the
Escrow Funds in accordance with Section 2 below, agrees to hold, invest and
disburse the Escrow Funds in accordance with this Agreement.
1.2 The
Company and the Investors hereby appoint the Agent to serve as the holder of
the
Escrow Shares in accordance with the terms and conditions set forth herein.
The
Agent hereby accepts such appointment, and upon receipt via physical
certificates representing the Escrow Shares in accordance with Section 2 below,
agreed to hold and disburse the Escrow Shares in accordance with this
Agreement.
1.3 The
Company hereby acknowledges that the Agent serves as legal counsel to the
Investors in connection with the transaction contemplated and referenced herein,
and shall be acting as the escrow agent for the Escrow Funds and Escrow Shares
in connection with the transaction contemplated and referenced herein. The
Company agrees that in the event of any dispute arising in connection with
this
Agreement or otherwise in connection with any transaction or agreement
contemplated and referenced herein, the Agent shall be permitted to continue
to
represent the Investors and the Company will not seek to disqualify such
counsel.
2. Creation
of Escrow Funds
Account/Escrow Shares Account.
2.1 On
or
prior to the date of this Agreement the Agent shall establish an escrow account
for the deposit of the Escrow Funds, and the Investors will wire funds to the
account of the Agent as follows (the “Escrow Funds Account”):
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2.2 Deposits
into the Escrow Funds Account.
Each
Investor agrees that it shall promptly deliver all monies for the payment of
the
Purchased Technest Shares to the Agent for deposit in the Escrow Funds
Account.
2.3 Deposits
into the Escrow Shares Account by the Company.
The
Company agrees that it shall promptly deliver, via physical certificate, the
shares of Technest Common Stock representing the Escrow Shares to the Agent,
which shall be held by the Agent in its offices until disbursement in accordance
with this Agreement (the “Escrow Shares Account,” and, together with the Escrow
Funds Account, the “Escrow Account”).
2.4 Deposits
into the Escrow Shares Account by Silicon Valley Bank.
The
Company agrees that it shall direct Silicon Valley Bank to deliver the Pledged
Shares to the Agent for deposit in the Escrow Shares Account immediately upon
the release by Silicon Valley Bank of its security interest in such Pledged
Shares.
3. Disbursements
from the Escrow Account.
3.1 Release
of Escrow Xxxxx.Xx
such
time as Agent has collected and deposited instruments of payment in the total
amount of the Escrow Funds, the Agent shall notify the Company and the
Investors. The Agent will continue to hold such Escrow Funds until Closing,
at
which time the Agent shall wire up to $1,250,000 in the aggregate, to the
accounts of the Company and/or third parties, in the amounts and to the parties
so instructed by the Company. Up to $250,000 of the remaining Escrow Funds
not
distributed at the Closing under this Section 3.1 shall continue to be held
by
the Agent in escrow for the payment of costs associated with the settlement
or
appeal of a certain legal action, and shall be disbursed by the Agent upon
notification and instruction by each of the Company and Southridge that an
event
has occurred enabling all or part of the $250,000 to be released. In disbursing
the Escrow Funds, the Agent is authorized to rely upon such written or oral
direction from the Company and the Investors, and may accept any signatory
from
the Company and the Investors listed on the signature page to this Agreement,
and any signature from the Company and the Investors that the Agent already
has
on file.
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3.2 Release
of Escrow Xxxxxx.Xx
such
time as Agent has received the Escrow Shares via physical certificates from
the
Company and Silicon Valley Bank, the Agent shall notify the Company and the
Investors. Within two business days of receipt by the Agent of a Notice of
Conversion from an Investor with respect to the Series G Preferred Stock, the
Agent shall release and deliver, or cause to be released and delivered, the
number of Escrow Shares specified in such Notice of Conversion, via express
courier or otherwise, to the name and address specified in such Notice of
Conversion. Within two business days of receipt by the Agent of notification
and
instruction from each of the Company and the Investors with respect Escrow
Shares to be released to a third party, the Agent shall release and deliver,
or
cause to be released and delivered, the number of Escrow Shares specified in
such notice, via express courier or otherwise, to the name and address specified
in such notice. In releasing such Escrow Shares, the Agent is authorized to
rely
upon such written or oral direction from the Company and the Investors, and
may
accept any signatory from the Company and the Investors listed on the signature
page to this Agreement, and any signature from the Company and the Investors
that the Agent has on file.
3.3 In
the
event the Agent does not receive the amount of the Escrow Funds from the
Investors or the Escrow Shares from the Company or Silicon Valley Bank, the
Agent shall notify the Company and the Investors.
4. Deposit
of Funds.
The
Agent is hereby authorized to deposit the wire transfer proceeds in the Escrow
Account. Except as otherwise agreed by the Company, all the Escrow Funds
received and held by the Agent pursuant to this Agreement shall be held in
a
non-interest bearing bank account.
5. Exculpation
and Indemnification of Agent
5.1 The
Agent
shall have no duties or responsibilities other than those expressly set forth
herein. The Agent shall have no duty to enforce any obligation of any person
to
make any payment or delivery, or to direct or cause any payment or delivery
to
be made, or to enforce any obligation of any person to perform any other act.
The Agent shall have no liability to the other parties hereto or to anyone
else
by reason of any failure on the part of any party hereto or any maker,
guarantor, endorser or other signatory of any document or any other person
to
perform such person’s obligations under any such document. Except for amendments
to this Agreement referred to below, and except for instructions given to the
Agent by the Company and the Investors relating to the Escrow Funds and the
Escrow Shares, the Agent shall not be obligated to recognize any agreement
between any and all of the persons referred to herein, notwithstanding that
references thereto may be made herein and whether or not it has knowledge
thereof.
5.2 The
Agent
shall not be liable to the Company or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Agent may rely conclusively and shall
be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Agent), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained), which is believed
by
the Agent, in good faith, to be genuine and signed or presented by the proper
person or persons. The Agent shall not be bound by any notice or demand, or
any
waiver, modification, termination or rescission of this Agreement or any of
the
terms thereof, unless evidenced by a writing delivered to the Agent signed
by
the proper party or parties and, if the duties or rights of the Agent are
affected, unless it shall give its prior written consent thereto.
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5.3 The
Agent
shall not be responsible for the sufficiency or accuracy of the form of, or
the
execution, validity, value or genuineness of, any document or property received,
held or delivered by it hereunder, or of any signature or endorsement
thereon, or for any lack of endorsement thereon, or for any description therein;
nor shall the Agent be responsible or liable to the other parties hereto or
to
anyone else in any respect on account of the identity, authority or rights
of
the persons executing or delivering or purporting to execute or deliver any
document or property or this Agreement. The Agent shall have no responsibility
with respect to the use or application of any funds or other property paid
or
delivered by the Agent pursuant to the provisions hereof, except for its gross
negligence or willful misconduct. The Agent shall not be liable to the Company
or to anyone else for any loss that may be incurred by reason of any investment
of any monies, which it holds hereunder provided the Agent has complied with
the
provisions of Section 4 hereunder, except for its gross negligence or willful
misconduct.
5.4 The
Agent
shall have the right to assume in the absence of written notice to the contrary
from the proper person or persons that a fact or an event by reason of which
an
action would or might be taken by the Agent does not exist or has not occurred,
without incurring liability to the other parties hereto or to anyone else for
any action taken or omitted, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, in reliance
upon such assumption.
5.5 To
the
extent that the Agent becomes liable for the payment of taxes, including
withholding taxes, in respect of income derived from the investment of the
Escrow Funds held hereunder or any payment made hereunder, the Agent may pay
such taxes. The Agent may withhold from any payment of monies held by it
hereunder such amount of the income derived from the investment of funds as
the
Agent estimates to be sufficient to provide for the payment of such taxes not
yet paid, and may use the sum withheld only for that purpose. The Agent shall
be
indemnified and held harmless against any liability for taxes and for any
penalties or interest in respect of taxes, on such investment income or payments
in the manner provided in Section 5.6
5.6 The
Agent
will be indemnified and held harmless by the Company from and against any and
all expenses, including reasonable counsel fees and disbursements, or loss
suffered by the Agent in connection with any action, suit or other proceeding
involving any claim, or in connection with any claim or demand, which in any
way
arises out of or relates to this Agreement, the services of the Agent hereunder,
the Escrow Funds or the Escrow Shares held by it hereunder, or any income earned
from investment of such monies, except for the Agent’s gross negligence or
willful misconduct. The Agent shall have a lien for the amount of any such
expenses or loss on the Escrow Funds or Escrow Shares held by it hereunder.
Promptly after the receipt by the Agent of notice of any demand or claim or
the
commencement of any action, suit or proceeding, the Agent shall, if a claim
in
respect thereof is to be made against the Company, notify the Company thereof
in
writing, but the failure by the Agent to give such notice shall not relieve
the
Company from any liability which the Company may have to the Agent hereunder.
Notwithstanding any obligation to make payments and deliveries hereunder, the
Agent may retain and hold for such time as it deems necessary such amount of
monies or Escrow Shares as it shall, from time to time, in its sole discretion,
deem sufficient to indemnify itself for any such loss or expense and for any
amounts due it under Section 8. In the event that the Company may be liable
to
the Agent pursuant to the foregoing indemnity, the Company will be indemnified
and held harmless by the Investors from and against any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the
Company in connection with any action, suit or other proceeding involving any
claim, or in connection with any claim or demand, to the extent the same is
caused by the Investors’ gross negligence or misconduct.
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5.7 For
the
purposes hereof, the term “expense or loss” shall include all amounts paid or
payable to satisfy any claim, demand or liability, or in settlement of any
claim, demand, action, suit or proceeding settled with the express written
consent of the Company and the Agent, and all costs and expenses, including,
but
not limited to, reasonable counsel fees and disbursements, paid or incurred
in
investigating or defending against any such claim, demand, action, suit or
proceeding.
6. Suspension
of Performance: Disbursement Into Court.
6.1 Escrow
Agent.
If at
any time, there shall exist any dispute between the Company and the Investors
with respect to holding or disposition of any portion of the Escrow Funds or
the
Escrow Shares or any other obligations of Agent hereunder, or if at any time
Agent is unable to determine, to the Agent’s sole satisfaction, the proper
disposition of any portion of the Escrow Funds or Escrow Shares, or the Agent’s
proper actions with respect to its obligations hereunder, or if the parties
have
not within thirty (30) days of the furnishing by Agent of a notice of
resignation pursuant to Section 7 hereof, appointed a successor Agent to act
hereunder, then Agent may, in its sole discretion, take either or both of the
following actions:
(a) Suspend
the performance of any of its obligations (including without limitation any
disbursement obligations) under this Agreement until such dispute or uncertainty
shall be resolved to the sole satisfaction of the Agent or until a successor
escrow agent shall be appointed (as the case may be); and/or
(b) Petition
(by means of an interpleader action or any other appropriate method) any court
of competent jurisdiction in any venue convenient to Agent, for instructions
with respect to such dispute or uncertainty, and to the extent required by
law,
pay into such court, for holding and disposition in accordance with the
instructions of such court, all funds held by it in the Escrow Funds, and all
Escrow Shares, after deduction and payment to Agent of all fees and expenses
(including court costs and attorneys’ fees) payable to, incurred by, or expected
to be incurred by Agent in connection with performance of its duties and the
exercise of its rights hereunder.
Agent
shall have no liability to the Company, the Investors, or any person with
respect to any such suspension of performance or disbursement into court,
specifically including any liability or claimed liability that may arise, or
be
alleged to have arisen, out of or as a result of any delay in the disbursement
of funds held in the Escrow Funds or of the shares held in the Escrow Shares,
or
any delay with respect to any other action required or requested of the
Agent.
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7. Termination
of Agreement and Resignation of Agent
7.1 This
Agreement shall terminated on the final disposition of the Escrow Funds and
the
Escrow Shares held in escrow hereunder; provided that
the
rights of the Agent and the obligations of the other parties hereto under
Sections 5 and 8 shall survive the termination hereof.
7.2 The
Agent
may resign at any time and be discharged from its duties as Agent hereunder
by
giving the Company and the Investors at least thirty (30) days’ notice thereof.
As soon as practicable after its resignation, the Agent shall turn over to
a
successor escrow agent appointed by the Company all Escrow Funds and Escrow
Shares held hereunder (less such amount as the Agent is entitled to retain
pursuant to Section 8) upon presentation of the document appointing the new
escrow agent and its acceptance thereof.
8. Compensation
of Agent.
For
services rendered, the Agent shall receive as compensation $2,500. The Agent
shall also be entitled to reimbursement from the Company for all reasonable
expenses paid or incurred by it in the administration of its duties hereunder,
including, but not limited to, all reasonable counsel, advisors’ and Agents’
fees and disbursements and all reasonable taxes or other governmental charges.
It is anticipated that such disbursements shall not exceed $500 barring any
unforeseen circumstances.
9. Warranties.
9.1 The
Investors make the following representations and warranties to the
Agent:
(a) The
Investors have full power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.
(b) This
Agreement has been duly approved by all necessary action of the Investors,
including any necessary approval of the limited partner of the Investors, has
been executed by duly authorized officers of the Investors, enforceable in
accordance with its terms.
(c) The
execution, delivery, and performance of the Investors of this Agreement will
not
violate, conflict with, or cause a default under the agreement of limited
partnership of the Investors, any applicable law or regulation, any court order
or administrative ruling or degree to which any Investor is a party or any
of
its property is subject, or any agreement, contract, indenture, or other binding
arrangement.
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(d) Except
for Silicon Valley Bank with respect to the Pledged Shares, no party other
than
the parties hereto has, or shall have, any lien, claim or security interest
in
the Escrow Funds or Escrow Shares or any part thereof. No financing statement
under the Uniform Commercial Code is on file in any jurisdiction claiming a
security interest in or describing (whether specifically or generally) the
Escrow Funds or Escrow Shares or any part thereof.
(e) All
of
the representations and warranties of the Investors contained herein are true
and complete as of the date hereof and will be true and complete at the time
of
any disbursement from the Escrow Funds and Escrow Shares.
9.2 The
Company makes the following representations and warranties to Agent and the
Investors:
(a) The
Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Florida, and has full power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder.
(b) This
Agreement has been duly approved by all necessary corporate action of the
Company, including any necessary shareholder approval, has been executed by
duly
authorized officers of the Company, enforceable in accordance with its
terms.
(c) The
execution, delivery, and performance by the Company of this Agreement in
accordance with the Purchase Agreement will not violate, conflict with, or
cause
a default under the articles of incorporation or bylaws of the Company, any
applicable law or regulation, any court order or administrative ruling or decree
to which the Company is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement.
(d) Except
for Silicon Valley Bank with respect to the Pledged Shares, no party other
than
the parties hereto has or shall have any lien, claim or security interest in
the
Escrow Funds or Escrow Shares or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a security
interest in or describing (whether specifically or generally) the Escrow Funds
or Escrow Shares or any part thereof.
(e) All
of
the representations and warranties of the Company contained herein are true
and
complete as of the date hereof and will be true and complete at the time of
any
disbursement from the Escrow Funds and Escrow Shares.
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10. Notices.
All
notices, requests, demands and other communications provided for herein shall
be
in writing, shall be delivered by hand or by first-class mail, shall be deemed
given when received and shall be addressed to the parties hereto at their
respective addresses listed below, or to such other persons or addresses as
the
relevant party shall designate as to itself from time to time in writing
delivered in like manner.
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If
to the Company:
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Xxxxxxxx Technologies, Inc. |
| 000 Xxxxx Xxxxxx Xxxxxxxxx | |
| Xxxxxxx, XX 00000 | |
| Fax: 000-000-0000 | |
| Attention: President | |
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If
to the Agent:
|
Xxxxxxx Savage LLP |
| 000 Xxxxxxxxx Xxxxxx | |
| Xxx Xxxx, Xxx Xxxx 00000 | |
| Tel. # (000) 000-0000 | |
| Fax # (000) 000-0000 | |
| Attention: Xxxxx Xxxxxxxxx, Esq. | |
|
If
to the Investors:
|
c/o Southridge Capital Management LLC |
| 00 Xxxxx Xxxxxx | |
| Xxxxxxxxxx, XX 00000 | |
| Tel. # (000) 000-0000 | |
| Fax # (000) 000-0000 | |
| Attention: Xxxxxxx Xxxxx |
11. Further
Assurances.
From
time to time on or after the date hereof, the Company shall deliver or cause
to
be delivered to the Agent such further documents and instruments and shall
do
and cause to be done such further acts as the Agent shall reasonably request
(it
being understood that the Agent shall have no obligation to make any such
request) to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
12. Consent
to Service of Process.
Each of
the Company and the Investors hereby irrevocably consents to the jurisdiction
of
the courts of the State of New York and of any federal court located in such
State in connection with any action, suit or other proceeding arising out of
or
relating to this Agreement or any action taken or omitted hereunder, and waives
personal service of any summons, complaint or other process and agrees that
the
service thereof may be made by certified or registered mail directed to each
of
the Company and the Investors at its address for purposes of notices
hereunder.
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13. Miscellaneous
13.1 If
for
any reason the Escrow Funds or Escrow Shares are not received by the Agent
as
contemplated herein, the Company shall reimburse the Agent for all reasonable
expenses, including reasonable counsel fees and disbursements, paid or incurred
by it in making preparations for providing the services contemplated
hereby.
13.2 This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing such instrument to be drafted.
The terms “hereby,” “hereof,” “hereto,” “hereunder” and any similar terms, as
used in this Agreement, refer to the Agreement in its entirety and not only
to
the particular portion of this Agreement where the term is used. The word
“person” shall mean any natural person, partnership, company, government and any
other form of business or legal entity. All words or terms used in this
Agreement, regardless of the number or gender, in which they are used, shall
be
deemed to include any other number and any other gender as the context may
require. This Agreement shall not be admissible in evidence to construe the
provision of any prior agreement.
13.3 This
Agreement and the rights and obligations hereunder of the Company may be
assigned by the Company only to a successor to the Company’s entire business.
This Agreement and the rights and obligations hereunder of the Agent may be
assigned by the Agent only to a successor to its entire business. This Agreement
and the rights and obligations hereunder of the Investors may be assigned by
each respective Investor only to a successor to its entire business. This
Agreement shall be binding upon and inure to the benefit of each party’s
respective successors, heirs and permitted assigns. No other person shall
acquire or have any rights under or by virtue of this Agreement. This Agreement
may not be changed orally or modified, amended or supplemented without an
express written agreement executed by the Agent, the Company and the Investors.
This Agreement is intended to be for the sole benefit of the parties hereto,
and
(subject to the provisions of this Section 13.3) their respective successors,
heirs and assigns, and none of the provisions of this Agreement are intended
to
be, nor shall they be construed to be, for the benefit of any third
person.
13.4 This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York. The representations and warranties contained
in
this Agreement shall survive the execution and delivery hereof and any
investigations made by any party. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect any of the
terms hereof.
14. Execution
in Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signature of all of the parties
reflected hereon as the signatures.
[REMAINDER
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IN
WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement
on the day and year first above written.
| AGENT: | ||
| XXXXXXX XXXXXX LLP | ||
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| By: | /s/ Xxxxx X. Xxxxxxxxx | |
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Name: Xxxxx X. Xxxxxxxxx |
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| Title: Partner | ||
| COMPANY: | ||
| XXXXXXXX TECHNOLOGIES, INC. | ||
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| By: | /s/ Xxxx Xxxxxxx | |
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Name: Xxxx Xxxxxxx |
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| Title: Chief Financial Officer | ||
| INVESTORS: | ||
| SOUTHRIDGE PARTNERS LP | ||
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| By: | /s/ Xxxxx Xxxxxxx | |
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Name: Xxxxx Xxxxxxx |
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| Title: Manager of General Partner | ||
| SOUTHSHORE CAPITAL FUND LTD | ||
| |
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| By: | Illegible | |
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Name: Navigator Management, Ltd. |
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| Title: Director | ||
| ABERDEEN AVENUE LLC | ||
| |
|
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| By: | Illegible | |
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Name: Navigator Management, Ltd. |
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| Title: Director | ||
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| BRITTANY CAPITAL MANAGEMENT LTD. | ||
| |
|
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| By: | /s/ Xxxxx X. Xxxxxx | |
|
Name: Xxxxx X. Xxxxxx |
||
| Title: President | ||
| XXXXXX XXXXXX | |
|
/s/ Xxxxxx
Xxxxxx
|
| XXXX XXXXXXX | |
|
/s/
Xxxx Xxxxxxx
|
| XXXXXXX XXXXX | |
|
/s/
Xxxxxxx Xxxxx
|
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