ASSIGNMENT AND AMENDMENT AGREEMENT
THIS
ASSIGNMENT AND AMENDMENT AGREEMENT
(this
“Agreement”)
dated
as of December 28, 2007 by and among LAURUS MASTER FUND, LTD., a Cayman Islands
company (“Assignor”);
VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Assignee”);
INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent“),
PWI
TECHNOLOGIES, INC., a Washington corporation (“PWI”),
MANAGEDSTORAGE INTERNATIONAL, INC., a Delaware corporation (“MSI”),
INCENTRA SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“ISI”),
INCENTRA SOLUTIONS OF CALIFORNIA, INC., a Delaware corporation (“ISC”),
NETWORK SYSTEM TECHNOLOGIES, INC., an Illinois corporation (“NST”),
TACTIX, INC., an Oregon corporation (“Tactix”),
INCENTRA SOLUTIONS OF THE NORTHEAST, INC., a Delaware corporation (“ISN”),
SALES
STRATEGIES, INC., a New Jersey corporation (“SSI”)
and
INCENTRA HELIO ACQUISITION CORP., a Delaware corporation (“Helio,”
and
collectively with Parent, PWI, MSI, ISI, ISC, NST, Tactix, SSI and ISN, the
“Companies”,
and
individually each are referred to herein sometimes as a “Company”).
BACKGROUND
Companies
and Assignor are parties to a Security Agreement dated as of February 6, 2006
(as amended, restated, modified and/or supplemented from time to time, the
“Security
Agreement”)
and
the Ancillary Agreements as therein defined (such Ancillary Agreements together
with the Security Agreement, as each may be amended, restated modified and/or
supplemented from time to time, collectively, the “Loan
Documents”).
Assignor
has agreed to sell and assign to Assignee a portion of its interest in all
Loans
outstanding from time to time under, and its funding and other obligations
and
commitments pursuant to, the Loan Documents and Assignee has agreed to purchase
the same from Assignor on the terms and conditions herein
contained.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions.
Capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Security Agreement.
2.
Assignment
and Assumption.
(a) As
of the
date hereof, Assignor hereby TRANSFERS, ASSIGNS, SELLS, GRANTS and CONVEYS,
WITHOUT RECOURSE, REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER (except
as
expressly set forth in Section 6(a) of this Agreement) unto Assignee a
twenty-five percent (25%) interest in all Loans outstanding on and after the
date hereof, together with an attendant twenty-five percent (25%) interest
in
all liens, rights, claims, title, assignments and interests (including security
interests), pertaining to or arising from the Loan Documents (the “Assigned
Rights”).
Notwithstanding anything to the contrary contained herein, the Assigned Rights
shall not include any warrants previously issued to Assignor that are
exercisable for shares of Common Stock of Parent evidenced by certain of the
Existing Common Stock Purchase Warrants and Options (as defined in paragraph
5(b) below) provided,
that
nothing contained herein shall in any way address, revise or otherwise modify
any such warrant expressly assigned, transferred or conveyed by Assignor to
Assignee prior to the date hereof, if any.
(b) Effective
as of the date hereof, Assignee hereby PURCHASES all of the Assigned Rights
and
ASSUMES a twenty-five percent (25%), pro-rata, share of all of Assignor’s
obligations under and with respect to the Loan Documents (including its funding
and other obligations and commitments thereunder arising on and after the date
hereof) (“Assumed
Obligations”).
3. Payment
of Purchase Price.
In
consideration for the Assigned Rights, Assignee shall on the date hereof pay
to
Assignor an amount equal to twenty-five percent (25%) of the amount of all
Loans
outstanding as of the date hereof, including, without limitation, all Loans
to
be made on the date hereof pursuant to the request of the Company
Agent.
4. Amendment
of Security Agreement and Certain Ancillary Agreements.
As of
the date hereof, the Security Agreement is amended as follows:
(a) The
definitions of “Capital Availability Amount” and “Revolving Note” set forth in
Annex A to the Security Agreement are each hereby amended by deleting the amount
“Fifteen Million Dollars ($15,000,000)” appearing therein and inserting the
amount “Twenty Million Dollars ($20,000,000)” in lieu thereof in each
case.
(b) The
Revolving Note is hereby amended by increasing the stated amount as appearing
in
the first paragraph thereof from “Fifteen Million Dollars ($15,000,000)” to
“Twenty Million Dollars ($20,000,000)”.
(c) The
Revolving Note is hereby amended by deleting Section 1.1 and replacing such
section in its entirety with the following:
“1.1 Contract
Rate.
Subject
to Sections 3.2 and 4.10, interest payable on the outstanding principal amount
of this Note (the “Principal
Amount”)
shall
accrue at a fixed rate per annum equal to ten percent (10%) (the “Contract
Rate”).
Interest shall be (i) calculated on the basis of a 360 day year, and (ii)
payable monthly, in arrears, commencing on March 1, 2006 and continuing on
the
first business day of each consecutive calendar month thereafter through and
including the Maturity Date, and on the Maturity Date, whether by acceleration
or otherwise.”
(d) The
Revolving Note is hereby amended by adding a new section to Article 1 thereof
as
follows:
“1.2 Rebate.
If by
June 27 2008, the Companies prepay in full the Principal Amount outstanding
at
such time together with accrued but unpaid interest thereon and any and all
other sums due, accrued or payable to the Holder arising under this Note, the
Security Agreement or any other Ancillary Agreement (collectively, the
“Redemption
Amount”)
and
the Security Agreement has been irrevocably terminated, upon receipt in full
of
the Redemption Amount in good funds, Valens U.S. SPV I, LLC (“Valens
U.S.) will
rebate to the Parent fifty percent (50%) of any fees it received from the
Companies pursuant to that certain Assignment and Amendment Agreement dated
December 28, 2007 among Valens U.S., Laurus Master Fund, Ltd. and the
Companies.
5. Additional
Consideration to Assignee.
In
consideration for Assignee’s agreement to purchase all of the Assigned Rights
and to assume all of the Assumed Obligations, each of the Companies hereby
agrees as follows:
(a) Parent
shall, on the date hereof, issue to Assignee a common stock purchase warrant,
in
the form of Exhibit
A
hereto
(the “Warrant”),
exercisable for 350,000 shares of Common Stock of the Parent, subject to
adjustment as therein set forth (the “Warrant
Shares”);
(b) Each
Company hereby represents and warrants to Assignor and Assignee that
(i) such Company is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation (which is as set
forth in the preamble to this Agreement), (ii) it has the corporate power
and authority to own and operate its properties and assets and to execute and
deliver this Agreement and, as applicable, the Warrant and to issue the Warrant
Shares, (iii) each direct and indirect Subsidiary of Parent and the authorized,
issued and outstanding capital stock of Parent and each direct and indirect
Subsidiary of Parent, together with a detailed list of the persons and entities
(together with percentage ownership interests) owning such capital stock (other
than owners of capital stock of Parent who, together with their affiliates,
own
less than five percent (5%) of the aggregate outstanding capital stock of
Parent), is set forth on Schedule
1
hereto,
(iv) except as set forth on Schedule
2
hereto,
other than shares which may be granted pursuant to (A) this Agreement, (B)
that
certain Common Stock Purchase Warrant originally exercisable for 4,435,000
shares of Common Stock of Parent dated as of May 13, 2004 made by Parent in
favor of Assignor, (C) that certain Common Stock Purchase Warrant originally
exercisable for 500,000 shares of Common Stock of Parent dated as of October
25,
2004 made by Parent in favor of Assignor, (D) that certain Common Stock Purchase
Warrant originally exercisable for 3,625,000 shares of Common Stock of Parent
dated as of February 17, 2005 made by Parent in favor of Assignor, (E) that
certain Common Stock Purchase Warrant originally exercisable for 400,000 shares
of Common Stock of Parent dated as of June 30, 2005 made by Parent in favor
of
Assignor, (F) that certain Common Stock Purchase Option dated as of February
6,
2006 issued by the Parent to Assignor, (G) that certain Common Stock Purchase
Warrant originally exercisable for 417,857 shares of Common stock of Parent
dated as of March 31, 2006 made by Parent in favor of Assignor, (H) that certain
Common Stock Purchase Warrant originally exercisable for 360,000 shares of
Common Stock of Parent dated as of June 18, 2007 made by Parent in favor of
Assignor and (I) that certain Common Stock Purchase Warrant originally
exercisable for 3,750,000 shares of Common Stock of Parent dated as of July
31,
2007 made by Parent in favor of Calliope Capital Corporation (the items
referenced in subclauses (B) and (I) above, collectively, and each as amended,
modified, restated and/or supplemented from time to time, referred to as the
“Existing
Common Stock Purchase Warrants and Options”),
there
are no outstanding options, warrants, rights (including conversion or preemptive
rights and rights of first refusal), proxy or stockholder agreements, or
arrangements or agreements of any kind for the purchase or acquisition from
Parent of any of its securities, (v) neither the issuance of the Warrant, the
issuance of any of the Warrant Shares nor the consummation of any transaction
contemplated hereby will result in a change in the price or number of any
securities of Parent outstanding under anti-dilution or other similar provisions
contained in or affecting any such securities, (vi) all issued and outstanding
shares of Parent’s Common Stock have been duly authorized and validly issued and
are fully paid and nonassessable, (vii) the rights, preferences, privileges
and
restrictions of the shares of Parent’s Common Stock are as stated in Parent’s
Articles of Incorporation as amended through the date hereof, (viii) the Warrant
Shares have been duly and validly reserved for issuance and when issued will
be
validly issued, fully paid and nonassessable, and will be free of any liens
or
encumbrances, (ix) neither the issuance of the Warrant nor the issuance of
the
Warrant Shares is subject to any preemptive rights or rights of first refusal
that have not been properly waived or complied with, (x) to the extent it is
a
party thereto, its execution, delivery and performance of and compliance with
this Agreement and the issuance of the Warrant pursuant hereto, will not, with
or without the passage of time or giving of notice, result in any material
violation, or be in conflict with or constitute a default under any such term
or
provision, or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of any Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license,
authorization or approval applicable to any of the Companies, their respective
businesses or operations or any of their respective assets or properties, (xi)
Parent’s obligation to issue the Warrant Shares upon exercise of the Warrant is
binding upon Parent and enforceable regardless of the dilution such issuance
may
have on the ownership interests of other shareholders of Parent; and (xii)
all
issued and outstanding shares of Parent’s capital stock shall be issued in
compliance with all applicable state and federal laws concerning the issuance
of
securities; and
(c) On
the
date hereof, Parent shall pay (i) to Valens Capital Management, LLC, the
investment manager of the Assignee (“VCM”),
a
non-refundable payment in an amount equal to $32,145, plus
reasonable expenses (including legal fees and expenses) incurred in connection
with the entering into of this Agreement and the Ancillary Agreements,
plus
expenses
incurred in connection with each of VCM’s and/or Assignee’s due diligence review
of the Companies and all other related matters, (ii) to Valens US, a
non-refundable payment in an amount equal to $21,427.50 and (iii) to Valens
US,
an advance prepayment discount in an amount equal to $21,427.50. Each of the
foregoing payments in clauses (i), (ii) and (iii) shall be deemed fully earned
on the date hereof and, except as expressly set forth in Section 1.2 of the
Revolving Note, shall not be subject to rebate or proration for any
reason.
6.
Representations,
Warranties and Covenants of Assignor and Assignee.
(a) Assignor
represents and warrants that (i) upon the assignment hereby, the Assigned Rights
are free and clear of any lien or encumbrance created by Assignor; (ii) this
Agreement has been duly authorized, executed and delivered by Assignor, and
is
the legal, valid and binding obligation of Assignor enforceable in accordance
with its terms; (iii) it has title to the Assigned Rights, (iv) it has not
previously assigned, sold, sold a participation interest in, hypothecated or
otherwise transferred any interest that it had or may have in the Assigned
Rights or the Loan Documents, (v) no Loan Document has been modified or amended
in any manner, except to the extent disclosed by Assignor to Assignee, and
(vi)
as of the date hereof, the aggregate outstanding balance of the Loans is
$15,031,137.53 (inclusive of Loans made or to be made on the date
hereof).
(b) Assignee
hereby acknowledges that it is taking the Assigned Rights as is, without
recourse to Assignor, without the benefit of any representations or warranties
from Assignor, except as expressly stated in Section 6(a) above.
(c) Assignee
represents and warrants that this Agreement has been duly authorized, executed
and delivered by it, and is the legal, valid and binding obligation of Assignee
enforceable in accordance with its terms.
7. Ratification.
Each
Company hereby acknowledges, ratifies and confirms that Assignor and Assignee
(as partial assignee of Assignor) has and shall continue to have (and hereby
grants to Assignor and Assignee) as security for the Obligations a valid first
priority perfected security interest in the Collateral pursuant to and in
accordance with the Loan Documents. Each Company hereby acknowledges, ratifies
and confirms that it is a party to the Security Agreement and the Revolving
Note
and is joined thereto as a Company, and, in the case of each Company other
than
Parent, an Eligible Subsidiary, and is bound by all of the terms, conditions
and
duties applicable to a Company and an Eligible Subsidiary thereunder. Each
Company acknowledges and confirms that as of the date hereof, the aggregate
outstanding balance of the Loans is the amount set forth in clause (vi) of
paragraph 6(a) above.
8. Miscellaneous.
Each
Company hereby acknowledges, confirms and agrees that (a) any breach by any
Company of any term or provision of this Agreement shall constitute an Event
of
Default under the Loan Documents. Each Company hereby reaffirms and restates,
as
of the date hereof, all of the representations and warranties made by such
Company to Assignor in the Security Agreement and represents and warrants to
Assignor and Assignee that all such representations and warranties are true
and
correct as of the date hereof (unless made expressly as of an earlier date
in
which case the Companies represent and warrant that such representations and
warranties were true and correct as of such date).
9. Further
Assurances.
(a) Assignor
agrees to execute and deliver all such further documents, to do or cause to
be
done all such further acts and things in order to effect the transactions
contemplated by this Agreement and to otherwise grant to Assignee the intended
benefit of this Agreement. Such actions include without limitation (a) filing
of
assignments sufficient to transfer Assignor’s security interests, (b)
instructing depositary banks to accept the instructions of Assignee with respect
to disbursements from bank accounts, (c) effecting the transfers or re-issuances
of any Loan Document and (d) delivering any documents necessary to effect the
transactions contemplated by this Agreement and to otherwise grant to Assignee
the intended benefit of this Agreement, the delivery of which Assignee expressly
waives on the date hereof. Assignor hereby authorizes Assignee to file
assignments of all security interests (including assignments of UCC financing
statements) currently naming Assignor as secured party and any one or more
of
the Companies as debtors.
(b) Each
Company agrees to execute and deliver all such further documents, to do or
cause
to be done all such further acts and things, and to obtain all consents
reasonably requested by Assignor or Assignee, in order to effect the
transactions contemplated by this Agreement and to otherwise grant to Assignor
and Assignee the intended benefit of this Agreement. Such actions include,
without limitation, (a) executing any and all documents requested by
Assignee to ensure that Assignee’s security interest in the Collateral is
properly perfected and (b) executing and delivering to Assignee, upon
Assignee’s request, a promissory note in substantially the form of the Revolving
Note. Each Company hereby authorizes Assignee to file amendments to any and
all
UCC financing statements previously filed by Assignor against such Company
and/or new UCC financing statements naming Assignee as secured party and any
one
or more Companies
as
debtors.
10. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO
CONFLICTS OF LAWS PRINCIPLES.
11. WAIVER
OF JURY TRIAL.
EACH OF
ASSIGNOR, ASSIGNEE AND EACH COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
12. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same agreement. Any signature delivered by
facsimile transmission or other electronic transmission shall be deemed an
original signature hereto.
[Signatures
appear on the following page]
IN
WITNESS WHEREOF, this Assignment of, and Amendment to, Loans, Liens and
Documents has been executed by the parties hereto on the date first written
above.
|
ASSIGNOR:
|
ASSIGNEE:
|
|||||
|
LAURUS
MASTER FUND, LTD.
|
VALENS
U.S. SPV I, LLC
|
|||||
|
By:
|
Laurus
Capital Management, LLC,
its
investment manager
|
By:
|
Valens
Capital Management, LLC,
its
investment manager
|
|||
|
By:
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/s/ Xxxxx Xxxxxxxxx |
By:
|
/s/ Xxxxx Xxxxxxxxx | |||
|
Name:
|
Xxxxx Xxxxxxxxx |
Name:
|
Xxxxx Xxxxxxxxx | |||
|
Title:
|
Authorized Signatory |
Title:
|
Authorized Signatory | |||
|
By:
|
/s/ Xxxxxxx X. Xxxxxxx |
|
Name:
|
Xxxxxxx X. Xxxxxxx |
|
Title:
|
Asst. Secretary |
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PWI
TECHNOLOGIES, INC.
|
|
|
By:
|
/s/ Xxxxxxx X. Richma |
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Name:
|
Xxxxxxx X. Xxxxxxx |
|
Title:
|
Secretary |
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MANAGEDSTORAGE
INTERNATIONAL, INC.
|
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
|
Title:
|
Asst. Secretary |
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INCENTRA
SOLUTIONS INTERNATIONAL, INC.
|
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
|
Title:
|
Asst. Secretary |
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SIGNTURE
PAGE TO ASSIGNMENT AND
AMENDMENT
AGREEMENT
|
|
INCENTRA
SOLUTIONS OF CALIFORNIA, INC.
|
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
|
Title:
|
Secretary |
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NETWORK
SYSTEM TECHNOLOGIES, INC.
|
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
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Title:
|
Secretary |
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TACTIX,
INC.
|
|
|
By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
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Title:
|
Secretary |
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INCENTRA
SOLUTIONS OF THE NORTHEAST, INC.
|
|
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
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Xxxxxxx X. Xxxxxxx |
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Title:
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|
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INCENTRA
HELIO ACQUISITION CORP.
|
|
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
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Name:
|
Xxxxxxx X. Xxxxxxx |
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Title:
|
Secretary |
|
SIGNTURE
PAGE TO ASSIGNMENT AND
AMENDMENT
AGREEMENT
|
|
SALES
STRATEGIES, INC.
|
|
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By:
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/s/ Xxxxxxx X. Xxxxxxx |
| Xxxxxxx X. Xxxxxxx | |
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Title:
|
Secretary |
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SIGNTURE
PAGE TO ASSIGNMENT AND
AMENDMENT
AGREEMENT
|
SCHEDULE
1
(Parent
and Subsidiary Corporate Structure and Capitalization)
Incentra
Solutions, Inc. –
Public Company, OTCBB: ICNS
Greater
than 5% shareholders:
|
Common
|
|
% of Total
|
|
Preferred
|
|
% of
Total
|
|||||||
|
Great
Hill
|
2,046,271
|
10
|
%
|
843,170
|
34
|
%
|
|||||||
|
Tudor
|
675,867
|
3
|
%
|
1,004,405
|
|
41
|
%
|
||||||
|
XX
Xxxxxx
|
1,125,246
|
5
|
%
|
602,775
|
24
|
%
|
|||||||
|
Xxxxxx
Xxxxxxxx
|
1,063,878
|
5
|
%
|
||||||||||
|
Xxxxx
Xxxxxxxx
|
2,882,231
|
14
|
%
|
||||||||||
|
Xxxxxx
Xxxxxxxxx
|
1,369,863
|
6
|
%
|
||||||||||
|
|
|||||||||||||
|
Total
Outstanding
|
21,317,863
|
2,466,971
|
99
|
%
|
|||||||||
|
Subsidiaries:
|
||
|
1.
|
ManagedStorage
International, Inc.
|
100%
Direct Ownership
|
|
2.
|
PWI
Technologies, Inc.
|
100%
Direct Ownership
|
|
3.
|
Incentra
Solutions of California, Inc.
|
100%
Direct Ownership
|
|
4.
|
Network
System Technologies, Inc.
|
100%
Direct Ownership
|
|
5.
|
Incentra
Solutions International, Inc.
|
Indirect
Ownership – 100% Owned
by
ManagedStorage International, Inc.
|
|
6.
|
Tactix,
Inc.
|
100%
Direct Ownership
|
|
7.
|
Incentra
Solutions of the Northeast, Inc.
|
Indirect
Ownership – 100% Owned
by
ManagedStorage International
|
|
8.
|
Incentra
Helio Acquisition Corporation
|
100%
Direct Ownership
|
|
9.
|
Sales
Strategies, Inc.
|
100%
Direct Ownership
|
Subsidiary
Capitalization
ManagedStorage
International, Inc.
100
Common Shares (par value $.01) Authorized, Issued and Outstanding
PWI
Technologies, Inc.
1,000,000
Common Shares Authorized (no par)
800,000
Common Shares Issued and Outstanding
Incentra
Solutions of California, Inc.
200
Common Shares (par value $.001) Authorized, Issued and Outstanding
Network
System Technologies, Inc.
10,000
Common Shares Authorized, 1,000 Common Shares (no par) Issued and
Outstanding
Incentra
Solutions International, Inc.
100
Common Shares (par value $.01) Authorized, Issued and Outstanding
Tactix,
Inc. (no par value)
10,000
Common Shares Authorized
680.3403
Common Shares Issued and Outstanding
Incentra
Solutions of the Northeast, Inc.
200
Common Shares (par value $.001) Authorized
100
Common Shares Issued and Outstanding
Incentra
Helio Acquisition Corporation, Inc.
200
Common Shares (par value $.001) Authorized, Issued and Outstanding
Sales
Strategies, Inc. (no par value)
2,000
Common Shares Authorized
100
Common Shares Issued and Outstanding
SCHEDULE
2
(outstanding
options, warrants, rights, proxy or stockholder agreements, or arrangements
or
agreements
of any kind for the purchase or acquisition from Parent of any of its
securities)
Earnout
agreements with former owners of Network System Technologies, Helio Solutions
and Sales Strategies to issue common stock
Series
A
Preferred Stock:
|
·
|
Series
A Preferred shareholders have the right to participate in any new
offerings in an amount proportionate to their ownership in the
company
|
|
·
|
As
a result of the warrants issued in the Laurus funding for the Helio/SSI
acquisitions and the shares issued at the closings for each of the
acquisitions, the conversion price for the Series A Preferred will
be
reduced from $6.30 to approximately
$4.00.
|
$770,000
unsecured promissory note issued in connection with Helio acquisition,
convertible at $1.00 per share
$1,350,000
of unsecured notes payable, convertible at $1.40 per share
|
Common
Stock Warrants:
|
# of shares
|
Strike Price
|
|||||
|
Unsecured
Notes June 2006
|
570,688
|
$
|
1.400
|
||||
|
AllianceSoft
acquisition
|
100,000
|
$
|
1.400
|
||||
|
Pagemill
Partners - Helio Acquisition
|
600,000
|
$
|
0.800
|
||||
|
other
|
82,500
|
$
|
1.000
|
||||
|
other
|
20,274
|
$
|
0.003
|
||||
|
other
|
74,371
|
$
|
>
1.40
|
||||
|
Total
Warrants (ex Laurus)
|
1,447,833
|
||||||
Series
A
Preferred Stock Purchase warrants to purchase 33,029 Series A Preferred
Shares
Employee
Stock Options: approximately 4,012,312 outstanding
