EXCHANGE AGREEMENT
This
EXCHANGE AGREEMENT (the
“Agreement”), dated as
of July 27, 2010, is by and among NACEL Energy Corporation, a Wyoming
corporation with offices located at 0000 X. Xxxx Xxxx., Xxxxx 000, Xxxxxxxxxx,
Xxxxxxx 00000 (the “Company”), Iroquois Master
Fund Ltd. (the “Holder”)
and, solely for purposes of Sections 3(c), 3(f), 4 and 5 hereof, each of the
Subsidiaries (as defined in the Note).
RECITALS
A. The
Company and the Holder entered into that certain Securities Purchase Agreement,
dated as of November 23, 2009 (as amended and modified by this Agreement, the
“Purchase
Agreement”).
B.
Simultaneously with the
consummation of the transactions contemplated by the Purchase Agreement, the
Company issued and sold to the Holder (i) a Note (as defined in the Purchase
Agreement) in the original principal amount of $900,000 (the “2009 Note”), which is
convertible into shares of the Company’s common stock, $0.001 par value per
share (the “Common
Stock”) in accordance with the terms thereof, (ii) a Series A Warrant (as
defined in the Purchase Agreement) to acquire up to 1,250,000 shares of Common
Stock (the “2009 Series A
Warrant”) (as exercised, collectively, the “2009 Series A Warrant Shares”), (iii) a
Series B Warrant (as defined in the Purchase Agreement) to acquire up to
1,000,000 shares of Common Stock (the “2009 Series B Warrant”) (as
exercised, collectively, the “2009 Series B Warrant Shares”) and (iv) a
Series C Warrant (as defined in the Purchase Agreement) to acquire up to
1,250,000 shares of Common Stock (the “2009 Series C Warrant”) (as
exercised, collectively, the “2009 Series C Warrant Shares”). The 2009
Series A Warrant, the 2009 Series B Warrant and the 2009 Series C Warrant are
collectively referred to herein as the “2009 Warrants.”
C. The
Company and the Holder entered into that certain Exchange Agreement, dated as of
April 23, 2010 (as amended and modified by this Agreement, the “Purchase
Agreement”).
D. Simultaneously
with the consummation of the transactions contemplated by the 2010 Exchange
Agreement, the Company, in exchange for the 2009 Note and 2009 Warrants, issued
to the Holder (i) a senior secured convertible note in the original principal
amount of $935,000 (the “2010
Note”), which is convertible into shares of Common Stock in accordance
with the terms thereof, (ii) a Series A Warrant (including all warrants issued
in exchange therefor or replacement thereof, the “Series A Warrant”) to acquire
up to 3,750,000 shares of Common Stock (as exercised, collectively, the “Series A Warrant Shares”), (iii) a
Series B Warrant (including all warrants issued in exchange therefor or
replacement thereof, the “Series B Warrant”) to acquire
up to 3,000,000 shares of Common Stock (as exercised, collectively, the “Series B Warrant Shares”) and (iv) a
Series C Warrant (including all warrants issued in exchange therefor or
replacement thereof, the “Series C Warrant”) to acquire
up to 3,750,000 shares of Common Stock (as exercised, collectively, the “Series C Warrant Shares”). The Series A
Warrant, the Series B Warrant and the Series C Warrant are collectively referred
to herein as the “Warrants.” The Series A
Warrant Shares, the Series B Warrant Shares and the Series C Warrant Shares are
collectively referred to herein as the “Warrant
Shares.”
E. In
exchange for the 2010 Note, the Company has authorized the issuance to the
Holder of a senior secured convertible note, in the form attached hereto as
Exhibit
A (including all senior secured convertible notes issued in exchange
therefor or replacement thereof, the “Note”), which Note shall be
convertible into shares of Common Stock (as converted, the “Conversion Shares”) in accordance with
the terms thereof. The Note and the Conversion Shares are collectively referred
to herein as the “Securities.”
F. The
exchange of the 2010 Note for the Note is being made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the 1933 Act, as
amended (the “1933
Act”).
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder hereby
agree as follows:
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1.
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EXCHANGE
OF 2010 NOTE.
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(a) 2010 Note.
Simultaneously with the execution of this Agreement, the Holder shall, and the
Company shall, pursuant to Section 3(a)(9) of the 1933 Act, exchange the 2010
Note for the Note.
(b) Closing. The
closing (the “Closing”)
of the exchange of the 2010 Note shall occur at the offices of Xxxxxxxxx
Traurig, LLP, 00 X. Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The
Closing shall occur on the date hereof simultaneously with the execution of this
Agreement (the “Closing
Date”). As used herein “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to remain closed.
(c) Delivery. Within
seven (7) Business Days following the Closing Date, the Holder shall deliver the
2010 Note to the address specified in writing by the Company. Within one (1)
Business Day following the Closing Date, the Company shall deliver the Note to
the address specified in writing by the Holder, duly executed on behalf of the
Company and registered in the name of the Holder or its designee.
2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The
Company hereby makes, subject to the exceptions set forth in the Disclosure
Schedules attached to this Agreement, each and every representation and warranty
to the Holder that is contained in the Purchase Agreement as if each and every
such representation and warranty was originally made on the date hereof and made
with respect to the Securities and the transactions contemplated by this
Agreement, and each and every such representation and warranty is hereby
incorporated herein by reference. For purposes of this Agreement, (i) “Exchange Documents” means this
Agreement, the Note and each of the other agreements and instruments entered
into by the parties hereto in connection with the transactions contemplated
hereby and thereby; and (ii) “2010 Exchange Documents” means the Exchange
Documents (as defined in the 2010 Exchange Agreement).
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3.
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COVENANTS.
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(a) Fees. Except
as otherwise expressly set forth in the Transaction Documents, each party to
this Agreement shall bear its own expenses in connection with the transactions
contemplated by this Agreement. The Company shall be responsible for the payment
of any placement agent’s fees, financial advisory fees, or broker’s commissions
(other than for Persons engaged by the Holder) relating to or arising out of the
transactions contemplated hereby incurred by the Company. The Company shall pay,
and hold the Holder harmless against, any liability, loss or expense (including,
without limitation, attorneys’ fees and out-of-pocket expenses) arising in
connection with any claim relating to any such payment.
(b) Disclosure of Transactions
and Other Material Information. The
Company shall, on or before 8:30 a.m., New York time, on the first (1st)
Business Day after the date of this Agreement, file a Current Report on Form 8-K
describing all the material terms of the transactions contemplated by the
Exchange Documents in the form required by the 1934 Act (as defined in the
Purchase Agreement) and attaching all the material Exchange Documents
(including, without limitation, this Agreement and the form of the Note)
(including all attachments, the “8-K Filing”). The Company
hereby confirms that (i) no material, non-public information was delivered to
the Holder by the Company or any of the Subsidiaries, or any of their respective
officers, directors, employees or agents (if any) in connection with the
transactions contemplated by the Exchange Documents and (ii) the transactions
contemplated by this Agreement and the other Exchange Documents do not
constitute material, non-public information regarding the Company or any of its
Subsidiaries. Neither the Company, its Subsidiaries nor the Holder shall issue
any press releases or any other public statements with respect to the
transactions contemplated hereby; provided, however, the Company shall be
entitled, without the prior approval of the Holder, to make any press release or
other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is
required by applicable law and regulations (provided that in the case of clause
(i) the Holder shall be consulted by the Company in connection with any such
press release or other public disclosure prior to its release). Without the
prior written consent of the Holder, the Company shall not (and shall cause each
of its Subsidiaries and affiliates to not) disclose the name of the Holder in
any filing (other than the 8-K Filing), announcement, release or otherwise,
except (a) as required by federal securities law in connection with the filing
of final Exchange Documents (including signature pages thereto) with the SEC (as
defined in the Purchase Agreement) and (b) to the extent such disclosure is
required by applicable law or market regulations, in which case the Company
shall provide the Holder with prior notice of such disclosure permitted
hereunder.
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(c) Transaction
Documents. It is expressly understood and agreed that (i) this Agreement
and the other Exchange Documents shall be “Transaction Documents,” (ii) for all
purposes of all the Transaction Documents (which, for clarification purposes,
includes all the 2010 Exchange Documents) (including, without limitation, with
respect to all rights, powers, remedies and benefits provided to the Holder
under the Transaction Documents), the Note, the Conversion Shares and the
Securities shall be deemed to have been issued pursuant to the Purchase
Agreement and shall be treated as if they were the “Notes,” “Conversion Shares”
and “Securities” under the Purchase Agreement and the other Transaction
Documents (and the term “Securities” shall also include the Warrants and the
Warrant Shares) and (iii) that the Transaction Documents are hereby amended to
give full force and effect to the transactions contemplated by this Agreement
and the other Exchange Documents. Except as otherwise expressly provided herein,
(1) the Purchase Agreement and each other Transaction Document is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that on and after the Closing Date (A) all references in
the Purchase Agreement to the “Purchase Agreement,” “hereto,” “hereof,” “this
Agreement,” “hereunder” or words of like import referring to the Purchase
Agreement shall mean the Purchase Agreement as amended by this Agreement, (B)
all references in the other Transaction Documents to the “Purchase Agreement,”
“thereto,” “thereof,” “thereunder” or words of like import referring to the
Purchase Agreement shall mean the Purchase Agreement as amended by this
Agreement, (C) all references in Transaction Documents to the “Transaction
Documents,” “thereto,” “thereof,” “thereunder” or words of like import referring
to the Transaction Documents shall mean the Transaction Documents as amended by
this Agreement and (D) the Note shall supersede and replace the 2010 Note and
(2) the execution, delivery and effectiveness of this Agreement shall not
operate as an amendment of any right, power, benefit or remedy of the Holder
under any Transaction Document, nor constitute an amendment of any provision of
any Transaction Document and all of them shall continue in full force and effect
(including, without limitation, the Security Interests (as defined in the
Security Agreement (as defined in the Note)) created thereunder in favor of the
Holder), as amended or modified by this Agreement.
(d) Rule 144. The Company
expressly acknowledges and agrees that for purposes of Rule 144(d) the Holder
shall be deemed to have acquired the Note on November 24, 2009, and that the
holding period for the Note may be tacked onto the holding period of the 2009
Note. The Company shall not (and shall cause each of its officers, directors,
employees and agents to not) take any action or omit to take any action
inconsistent with the foregoing. The Company shall take all actions necessary
(including, without limitation, to cause the issuance by its legal counsel of
any necessary legal opinions) to issue to the Holder Conversion Shares that are
immediately freely tradable without restriction and not containing any
restrictive legend, all without the need for any action by the Holder so long as
the holding period for a non-affiliate under Rule 144 is met.
(e) Anti-Dilution
Acknowledgment. It is expressly understood and agreed that no security
(as such term is defined in the 0000 Xxx) of the Company or any of the
Subsidiaries that has been issued, or is issued or issuable on or after the date
hereof, to JMJ Financial or any of its affiliated or related Persons (as defined
in the Purchase Agreement) shall be an Excluded Security (as defined in the
Purchase Agreement) and that Section 7 of the Note and Section 2 of the Warrants
shall apply to the issuance of all securities of the Company or any of the
Subsidiaries (including, without limitation, Common Stock issuable upon
conversion of any promissory note and disregarding any floor price set forth
therein) to JMJ Financial or any of its affiliated or related
Persons.
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(f) Acknowledgments. The
Company and each Subsidiary expressly acknowledge and agree that (i) the Note
does not extinguish the indebtedness evidenced by the 2010 Note and is not a
novation, repayment or reborrowing thereof but rather is given in replacement
and substitution of the 2010 Note. Each of the Subsidiaries (1) without
implication that the contrary would otherwise be true or is required, consent to
the transactions contemplated hereby and the terms hereof and the other Exchange
Documents and (2) without limiting Section 3(c), ratifies and confirms that all
of its respective obligations and undertaking under its respective Guaranty (as
defined in the Security Agreement) and agrees that such obligations and
undertakings remain in full force and effect and acknowledges and agrees that
there is no defense, setoff or counterclaim of any kind or nature to such
obligations and undertakings.
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4.
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TERMINATION.
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In the
event that the Closing shall not have occurred on or before three (3) days from
the date hereof, any such non-breaching party at any time shall have the right
to terminate its obligations under this Agreement with respect to such breaching
party on or after the close of business on such date without liability of such
non-breaching party to any other party; provided, however, notwithstanding any
such termination the Company shall remain obligated to reimburse the Holder for
the expenses described in Section 3(a) above. Nothing contained in this Section
4 shall be deemed to release any party from any liability for any breach by such
party of the terms and provisions of this Agreement or the other Exchange
Documents or to impair the right of any party to compel specific performance by
any other party of its obligations under this Agreement or the other Exchange
Documents.
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5.
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MISCELLANEOUS.
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(a) Governing Law; Jurisdiction;
Jury Trial. The
parties hereby agree that pursuant to 735 Illinois Compiled Statutes 105/5-5
they have chosen that all questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Illinois, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Illinois or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in
Chicago, Illinois, for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
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(b) Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. In
the event that any signature is delivered by facsimile transmission or by an
e-mail which contains a portable document format (.pdf) file of an executed
signature page, such signature page shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such signature page were an original
thereof.
(c) Headings;
Gender. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. Unless the context
clearly indicates otherwise, each pronoun herein shall be deemed to include the
masculine, feminine, neuter, singular and plural forms thereof. The terms
“including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms
“herein,” “hereunder,” “hereof” and words of like import refer to this entire
Agreement instead of just the provision in which they are found. For purposes of
this Agreement for the Holder’s benefit, the word “state” or “states” includes
any “province” or “provinces” in Canada and the concept of “law, rules or
regulations” includes laws, rules and regulations under applicable law, rules
and regulations in Canada.
(d) Severability. 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 in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. Notwithstanding anything to the contrary contained in
this Agreement or any other Transaction Document (including, without limitation,
the other Exchange Documents) (and without implication that the following is
required or applicable), it is the intention of the parties that in no event
shall amounts and value paid by the Company and/or its Subsidiaries (as the case
may be), or payable to or received by the Holder, under the Transaction
Documents (including, without limitation, under the Exchange Documents),
including without limitation, any amounts that would be characterized as
“interest” under applicable law (including, without limitation, any applicable
Canadian law), exceed amounts permitted under any such applicable law.
Accordingly, if any obligation to pay, payment made to the Holder, or collection
by the Holder pursuant any of the Transaction Documents (including, without
limitation, under the Exchange Documents) is finally judicially determined to be
contrary to any such applicable law, such obligation to pay, payment or
collection shall be deemed to have been made by mutual mistake of the Holder,
the Company and its Subsidiaries and such amount shall be deemed to have been
adjusted with retroactive effect to the maximum amount or rate of interest, as
the case may be, as would not be so prohibited by the applicable law. Such
adjustment shall be effected, to the extent necessary, by reducing or refunding,
at the option of the Holder, the amount of interest or any other amounts which
would constitute unlawful amounts required to be paid or actually paid to the
Holder under the Transaction Documents (including, without limitation, under the
Exchange Documents). For greater certainty, to the extent that any interest,
charges, fees, expenses or other amounts required to be paid to or received by
the Holder under any of the Transaction Documents (including, without
limitation, under the Exchange Documents) or related thereto are held to be
within the meaning of “interest” or another applicable term to otherwise be
violative of applicable law, such amounts shall be pro-rated over the period of
time to which they relate.
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(e) Entire Agreement;
Amendments. This
Agreement, the other Exchange Documents and the schedules and exhibits attached
hereto and thereto and the instruments referenced herein and therein supersede
all other prior oral or written agreements between the Holder, the Company, the
Subsidiaries, their affiliates and Persons acting on their behalf solely with
respect to the matters contained herein and therein, and this Agreement, the
other Exchange Documents, the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein contain the entire
understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other
Transaction Document shall (or shall be deemed to) (i) except as expressly
contemplated by Section 3(c), have any effect on any agreements the Holder has
entered into with the Company or any of its Subsidiaries prior to the date
hereof with respect to any prior investment made by the Holder in the Company or
(ii) except as expressly contemplated by Section 3(c), waive, alter, modify or
amend in any respect any obligations of the Company or any of its Subsidiaries,
or any rights of or benefits to the Holder or any other Person, in any agreement
entered into prior to the date hereof between or among the Company and/or any of
its Subsidiaries and the Holder and all such agreements shall continue in full
force and effect. Except as specifically set forth herein, neither the Company
nor the Holder makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and the Holder. No
provision of this Agreement may be waived other than by an instrument in writing
signed by the waiving party. Without limiting the foregoing, the Company
confirms that the Holder has not made any commitment or promise or has any other
obligation to provide any financing to the Company, any Subsidiary or
otherwise.
(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with an overnight courier service
with next day delivery specified, in each case, properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be as set forth in Section 9(f) of the Purchase Agreement or such other
address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change, provided that Xxxxxxxxx
Xxxxxxx, LLP shall be provided copies of notices sent to the Holder. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by an
overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.
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(g) Successors and
Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, including, as contemplated below, any
assignee or transferee of any of the Securities. The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the Holder, including, without limitation, by way of a Fundamental
Transaction (as defined in the Note and Warrants) unless the Company is in
compliance with the applicable provisions governing Fundamental Transactions set
forth in the Note and Warrants. The Holder may assign some or all of its rights
hereunder in connection with any assignment or transfer of any of its Securities
without the consent of the Company, in which event such assignee or transferee
shall be deemed to be a Holder hereunder with respect to such assigned
rights.
(h) No Third Party
Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.
(i) Survival. The
representations, warranties, agreements and covenants shall survive the
Closing.
(j) Further
Assurances. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.
(k) Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will
be applied against any party. For clarification purposes, the Recitals are part
of this Agreement and are hereby incorporated by reference.
[signature pages
follow]
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IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.
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COMPANY:
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NACEL
ENERGY CORPORATION
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
Xxxx Xxxxxxxxxx
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Title:
Chief Executive Officer
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IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.
| SUBSIDIARIES: | |
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0758817
B.C. LTD., a corporation existing pursuant to the British Columbia
Business Corporations Act
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Title:
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Manager
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BLUE
CREEK WIND ENERGY FACILITY LLC, a Texas limited liability
company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Title:
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Manager
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CHANNING
FLATS WIND ENERGY FACILITY LLC, a Texas limited liability
company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Title:
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Manager
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HEDLEY
POINTE WIND ENERGY FACILITY LLC, a Texas limited liability
company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Title:
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Manager
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XXXXX
XXXX WIND ENERGY FACILITY LLC, a Texas limited liability
company
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By:
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/s/ Xxxx Xxxxxxxxxx
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Name:
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Xxxx Xxxxxxxxxx
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Title:
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Manager
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IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.
| SUBSIDIARIES: | ||
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SNOWFLAKE
WIND ENERGY FACILITY LLC, an Arizona limited liability
company
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By:
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/s/
Xxxx Xxxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxxx
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Title:
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Manager
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XXXXXXX
WIND ENERGY FACILITY LLC, a Texas limited liability
company
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By:
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/s/
Xxxx Xxxxxxxxxx
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Name:
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Xxxx
Xxxxxxxxxx
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Title:
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Manager
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IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.
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HOLDER:
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IROQUOIS
MASTER FUND LTD.
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/s/ Xxxxxx Xxxxxxxxx
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By:
Xxxxxx Xxxxxxxxx, Authorized
Signatory
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