Exhibit 10.19
EXCHANGE AGREEMENT
AGREEMENT, dated as of July 8, 1998, by and among NETWORK-1 SECURITY
SOLUTIONS, INC. (the "Company"), a Delaware corporation with offices at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and the securityholders signatory hereto
(collectively, the "Securityholders").
WHEREAS, as part of the recapitalization of the Company prior to its
initial public offering of its securities and at the request of the Underwriter,
Whale Securities Co., L.P., the Board of Directors of the Company has determined
that it is in the best interest of the Corporation to reduce the number of
outstanding warrants and options by exchanging such securities for shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
upon the terms and subject to the conditions set forth herein;
WHEREAS, the number of shares of Common Stock to be issued in exchange for
the warrants and options to purchase up to held by the Securityholders (the
"Warrants and Options") has been determined by the Board of Directors of the
Company based upon the fair market value of such securities utilizing the Black
Scholes method of valuation;
WHEREAS, each of the Securityholders and the Company desire that the
Securityholders exchange Warrants and Options to purchase up to an aggregate of
1,271,786 shares of Common Stock for an aggregate of 961,249 shares of Common
Stock on the terms and subject to the conditions set forth herein. The Common
Stock issuable in exchange for the Warrants and Options are referred to herein
as the "Shares."
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I.
Issuance of Shares for Warrants and Options
1.1 Exchange Agreement. At the Closing provided for in Section 1.2, the
Company will issue to each Securityholder and, subject to the terms and
conditions of this Agreement, each Securityholder will exchange the Warrants and
Options for the number of Shares set forth in Exhibit A hereto (the "Exchange").
1.2 The Closing. The closing of the Exchange (the "Closing") shall take
place at the offices of Xxxxx Xxxxxx & Xxxx, LLP, 1350 Avenue of the Americas,
New York, New York on the date that this Agreement is executed by the parties
hereto (the time and date of the Closing being herein referred to as the
"Closing Date"). On the Closing Date there will be delivered to the
Securityholders the Shares on the Closing Date against delivery and cancellation
of the original Warrants or Options.
ARTICLE II.
Representations, Warranties, and Agreements of the Company
The Company represents and warrants to, and agrees with, the
Securityholders as follows:
2.1 Corporate Organization and Qualification. The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of its jurisdiction of incorporation, and is qualified to transact business
and is in good standing as a foreign corporation in every jurisdiction in which
its ownership, leasing, licensing, or use of property or assets or the conduct
of its business makes such qualification necessary, except in such jurisdictions
where the failure to be so qualified or in good standing would not have a
material adverse effect on the business, results of operations, financial
condition, or prospects of the Company. The Company has no subsidiaries and has
no investment, whether by way of ownership of stock or other securities or by
loan, advance, or otherwise, in any corporation, partnership, firm, association,
or other business entity. The Company has all required power and authority to
own its property and to carry on its business as now conducted and proposed to
be conducted.
2.2 Validity of Transaction. The Company has all requisite power and
authority to execute, deliver, and perform this Agreement, and to issue the
Shares in exchange for the Warrants and Options. All necessary corporate
proceedings of the Company have been duly taken to authorize the execution,
delivery, and performance of this Agreement, and to authorize the issuance of
the Shares for the Warrants and Options. This Agreement, has been duly
authorized, executed, and delivered by the Company, and constitutes the legal,
valid, and binding obligation of the Company, and is enforceable as to the
Company in accordance with its respective terms, except as may be limited by
applicable bankruptcy, reorganization, insolvency, moratorium, or other similar
laws or by legal or equitable principles relating to or limiting creditors'
rights generally or as rights to indemnification may be limited by applicable
securities laws. Except as to filings which may be required under applicable
state securities regulations, no consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
Federal, state, local, or other governmental authority or of any court or other
tribunal is required by the Company in connection with the transactions
contemplated hereby. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which the Company
is a party, or by which any of its properties or assets is bound, is required
for the execution, delivery, or performance by the Company of this Agreement,
and the execution, delivery, and performance of this Agreement, will not
violate, result in a breach of, conflict with, or (with or without the giving of
notice or the passage of time or both) entitle any party to terminate or call a
default under any such contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the Certificate of Incorporation or By-laws of the Company, or violate, result
in a breach of, or conflict with any law, rule, regulation, order, judgment, or
decree binding on the Company or to which any of its operations, business,
properties, or assets is subject. The Shares issuable in exchange for the
Warrants and Options are duly authorized, will be validly issued, fully paid,
and nonassessable, will not have been issued in violation of any preemptive
right of stockholders or rights of first refusal, and the Securityholders will
have good title to the Shares, free and clear of
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all liens, security interests, pledges, charges, encumbrances, stockholders
agreements and voting trusts (other than any created by the Securityholders).
2.3 Capitalization. The authorized capital stock of the Company consists
of 25,000,000 shares of Common Stock and 5,000,000 shares of preferred stock,
par value $.01 per share (the "Preferred Stock"), of which 250,000 shares have
been designated Series A Redeemable Preferred Stock and 500,000 shares have been
designated Series B Convertible Preferred Stock, having the designations,
dividend rights, voting powers, conversion and redemption rights, rights on
liquidation or dissolution, and other preferences and relative, participating,
optional, or other preferences and relative, participating, optional, or other
special rights, and the qualifications, limitations or restrictions thereof, set
forth in their respective Certificates of Designations. Immediately prior to
the Closing, the Company shall have 2,652,805 shares of Common Stock and 500,000
shares of Series B Convertible Preferred Stock outstanding. All issued and
outstanding shares of Common Stock and Preferred Stock have been validly issued
and are fully paid and nonassessable and have not been issued in violation of
any Federal or state securities laws. Except for the obligation of the Company
to issue (a) securities as referenced in the Letter of Intent, dated May 14,
1998, between the Company and Whale Securities Co., L.P relating to the initial
public offering of its securities, (b) upon the exercise of the options and
warrants which are currently outstanding to purchase 2,288,036 shares of Common
Stock (including 1,271,786 shares of Common Stock subject to Warrants and
Options held by the Securityholders but excluding any options issued or to be
issued under the Company's Stock Option Plan), there are not, as of the date
hereof, any outstanding or authorized subscriptions, options, warrants, calls,
rights, commitments, or any other agreements obligating the Company to issue
(i) any additional shares of its capital stock or (ii) any securities
convertible into, or exercisable or exchangeable for, or evidencing the right to
subscribe for, any shares of its capital stock. Other than the Company's Stock
Option Plan, the Company has not adopted or authorized any plan for the benefit
of its officers, employees, or directors which require or permit the issuance,
sale, purchase, or grant of any shares of the Company's capital stock, any
securities convertible into, or exercisable or exchangeable for, or evidencing
the right to subscribe for any shares of the Company's capital stock, or any
phantom shares or any stock appreciation rights.
ARTICLE III.
Representations, Warranties, and Agreements of the Securityholders
Each of the Securityholders, severally and not jointly, represents and
warrants to, and agrees with, the Company as follows:
3.1 Organization. Such Securityholder (if not an individual) is duly
organized under the laws of the state of its jurisdiction of organization and
has full power and authority to enter into this Agreement and to consummate the
transactions set forth herein. All necessary proceedings have been duly taken
to authorize the execution, delivery, and performance of this Agreement by such
Securityholder (if not an individual).
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3.2 Accredited Investor; Access to Information. Such Securityholder and,
to the knowledge of such Securityholder, each limited partner of such
Securityholder in the case of a Securityholder which is a limited partnership,
and each partner of such Securityholder in the case of a Securityholder which is
a general partnership, is an "accredited investor," as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act. Such
Securityholder, the shareholders of the general partner of such Securityholder,
if any, and each of the limited partners of such Securityholder, if any, has had
substantial experience in private securities transactions like this one, is
capable of evaluating the merits and risks of an investment in the Company, and
has had a full opportunity to discuss the business, management, and financial
affairs of the Company with the Company's management. Such Securityholder has
received all requested documents from the Company and has had a full opportunity
to ask questions of, and receive answers from, the officers of the Company.
3.3 Investment Intent. Such Securityholder is acquiring the Shares for
its, his or her own account for investment and not with a view to, or for sale
in connection with, any public distribution thereof in violation of the
Securities Act. Such Securityholder understands that Shares have not been
registered for sale under the Securities Act or qualified under applicable state
securities laws and that the Shares are being offered and sold to such
Securityholder pursuant to one or more exemptions. Such Securityholder
understands that it, he or she must bear the economic risk of the investment in
the Company for an indefinite period of time, as the Shares cannot be sold
unless subsequently registered under the Securities Act and qualified under
state securities laws, unless an exemption from such registration and
qualification is available. Such Securityholder acknowledges that no public
market for the securities of the Company presently exists and none may develop
in the future.
3.4 Transfer of Securities. Such Securityholder will not sell or
otherwise dispose of the Shares unless (a) a registration statement with respect
thereto has become effective under the Securities Act and such Shares have been
qualified under applicable state securities laws or (b) there is presented to
the Company notice of the proposed transfer and, if it so requests, a legal
opinion reasonably satisfactory to the Company that such registration and
qualification is not required; provided, however, that no such registration or
qualification or opinion of counsel shall be necessary for a transfer by such
Securityholder (i) to any entity controlled by, or under common control with,
such Securityholder (ii) to a partner or officer of such Securityholder, (iii)
to a partner or officer of the general partner of such Securityholder, or (iv)
to the spouse, lineal descendants, estate, or a trust for the benefit of any of
the foregoing, provided the transferee agrees in writing to be subject to the
terms hereof to the same extent as if he were such Securityholder. Such
Securityholder consents that any transfer agent of the Company may be instructed
not to transfer any Shares unless it receives satisfactory evidence of
compliance with the foregoing provisions, and that there may be endorsed upon
any certificate representing such shares (and any certificates issued in
substitution therefor) the following legend calling attention to the foregoing
restrictions on transferability of such shares, stating in substance:
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"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER ANY STATE
SECURITIES LAW."
The Company shall, upon the request of any holder of a stock certificate bearing
the foregoing legend and the surrender of such certificate, issue a new stock
certificate without such legend if (A) the stock evidenced by such certificate
has been effectively registered under the Securities Act and qualified under any
applicable state securities law and sold by the holder thereof in accordance
with such registration and qualification, or (B) such holder shall have
delivered to the Company a legal opinion reasonably satisfactory to the Company
to the effect that the restrictions set forth herein are no longer required or
necessary under the Securities Act or any applicable state law.
3.5 Authorization. All actions on the part of such Securityholder
necessary for the authorization, execution, delivery, and performance by such
Securityholder of this Agreement have been taken. This Agreement has been duly
authorized, executed, and delivered by such Securityholder, is the legal, valid,
and binding obligation of such Securityholder, and are enforceable as to such
Securityholder in accordance with their respective terms, except as may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium, or
other similar laws or by legal or equitable principles relating to or limiting
creditors' rights generally or as rights to indemnification may be limited by
applicable securities laws.
3.6 Finder or Broker. Neither such Securityholder nor any person acting
on behalf of such Securityholder has negotiated with any finder, broker,
intermediary, or similar person in connection with the transactions contemplated
herein.
ARTICLE IV.
Additional Provisions.
4.1 Indemnification. From and after the Closing, the Company, on the one
hand, and the Securityholders (severally and not jointly), on the other hand,
shall indemnify and save harmless the other (including officer, directors,
employees, agents and representatives) against any loss, claim, liability,
expense (including reasonable attorney's fees) or other damage caused by or
arising out of (i) the breach of any representation or warranty made by any such
party or (ii) the failure by the party against whom indemnification is sought to
perform any of its covenants or agreements in this Agreement.
4.2 Communications. All notices or other communications hereunder shall
be in writing and shall be given by registered or certified mail (postage
prepaid and return receipt requested), by an overnight courier service which
obtains a receipt to evidence delivery, or by telex or facsimile transmission
(provided that written confirmation of receipt is provided), addressed as set
forth below:
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If to the Company:
Network-1 Security Solutions, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Avi X. Xxxxx, President and Chief Executive Officer
With a copy to:
Xxxxx Xxxxxx & Xxxx, LLP
1350 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxx, Esq.
If to the Securityholders, at their respective addresses as set forth on
Exhibit A hereto, or such other address as any party may designate to the other
in accordance with the aforesaid procedure. All notices and other
communications sent by overnight courier service shall be deemed to have been
given as of the next business day after delivery thereof to such courier
service, those given by telex or facsimile transmission shall be deemed given
when sent, and all notices and other communications sent by mail shall be deemed
given as of the third business day after the date of deposit in the United
States mail.
4.3 Successors and Assigns. The Company may not sell, assign, transfer,
or otherwise convey any of its rights or delegate any of its duties under this
Agreement, except to a corporation which has succeeded to substantially all of
the business and assets of the Company and has assumed in writing its
obligations under this Agreement, and this Agreement shall be binding on the
Company and such successor. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the Securityholders and their successors and
assigns.
4.4 Amendments and Waivers. Neither this Agreement nor any term hereof
may be changed or waived (either generally or in a particular instance and
either retroactively or prospectively) absent the written consent each party
hereto.
4.5 Survival of Representations. The representations, warranties,
covenants, and agreements made herein or in any certificate or document executed
in connection herewith shall survive the execution and delivery of this
Agreement and the issuance and delivery of the Shares to the Securityholders.
4.6 Delays or Omissions; Waiver. No delay or omission to exercise any
right, power, or remedy accruing to either the Company or the Securityholders
upon any breach or default by the other under this Agreement shall impair any
such right, power, or remedy no shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein or in any similar breach or
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default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.
4.7 Entire Agreement; Binding Effect. This Agreement (together with the
exhibit attached hereto) contains the entire understanding of the parties with
respect to their respective subject matter and all prior negotiations,
discussions, commitments, and understandings heretofore had between them with
respect thereto are merged herein and therein. This Agreement and the Exchange
shall be binding on each Securityholder who executes this Agreement. The
failure of any Securityholder named in Exhibit A to execute this Agreement shall
not effect the Closing of the Exchange with respect to those Securityholders who
have executed this Agreement.
4.8 Headings. All article and section headings herein are inserted for
convenience only and shall not modify or affect the construction or
interpretation of any provision of this Agreement.
4.9 Counterparts; Governing Law. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York, without giving effect to conflict of laws.
4.10 Further Actions. At any time and from time to time, each party
agrees, without further consideration, to take such actions and to execute and
deliver such documents as may be reasonably necessary to effectuate the purposes
of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date
hereinabove set forth.
NETWORK-1 SECURITY SOLUTIONS, INC.
By: /s/ Avi X. Xxxxx
-------------------------------------------------
Name: Avi X. Xxxxx
Title: President and Chief Executive Officer
SECURITYHOLDERS:
APPLEWOOD ASSOCIATES, L.P.
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: General Partner
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CMH CAPITAL MANAGEMENT CORP.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
/s/ Xxxxx Xxxxxxxx
----------------------------------------------------
XXXXX X. XXXXXXXX
CAPCOR EMPLOYEE PENSION PLAN
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Authorized Signatory
RAPTUR MANAGEMENT CO.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
/s/ Xxxxxxx Xxxxxx
----------------------------------------------------
XXXXXXX XXXXXX
/s/ Xxxxxxxx Xxxx
----------------------------------------------------
XXXXXXXX XXXX
/s/ Xxxxxx Xxxxxxxx
----------------------------------------------------
XXXXXX XXXXXXXX
/s/ Xxxx Xxxxxxx
----------------------------------------------------
XXXX XXXXXXX
8
/s/ Xxxxxxx Xxxxxxxxx
----------------------------------------------------
XXXXXXX X. XXXXXXXXX, XX.
/s/ Xxxxxx Xxxxxxxx
----------------------------------------------------
XXXXXX XXXXXXXX
NAVIGATOR FUND, L.P
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Authorized Signatory
NAVIGATOR GLOBAL FUND
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Authorized Signatory
/s/ Xxxxxx Xxxxxxxx
----------------------------------------------------
XXXXXX XXXXXXXX
MBF CAPITAL CORP.
By: /s/ Xxxx Xxxxxx
-------------------------------------------------
Name:
Title:
BENTLEY ONE, LTD.
By: /s/ Xxxxxx Xxxxxxxxx
-------------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title:
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BARINGTON CAPITAL GROUP, L.P.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice-Chairman
GKN SECURITIES CORP.
By: /s/ Xxxxx X. Xxxx
-------------------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Operating Officer
/s/ Xxxxx Xxxxxxxx
----------------------------------------------------
XXXXX X. XXXXXXXX
/s/ Xxxxx Xxxxxxxxx
----------------------------------------------------
XXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxxxx
----------------------------------------------------
XXXXXX XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------------------
XXXXXXX X. XXXXXXXXX XXXXXX
/s/ Xxxx Xxxxxx
----------------------------------------------------
XXXX XXXXXX
/s/ Xxxxxxx Xxxxxxxxx
----------------------------------------------------
XXXXXXX XXXXXXXXX
/s/ Xxxxx X. Coventry
----------------------------------------------------
XXXXX X. COVENTRY
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------------------
XXXXXX X. XXXXXXX
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EXHIBIT A
NUMBER OF SHARES
NAME AND ADDRESS WARRANTS OR OF COMMON STOCK
OF SECURITYHOLDER OPTIONS TO BE EXCHANGED TO BE RECEIVED
----------------- ----------------------- ----------------
Applewood Associates, L.P. Warrants to purchase 546,250 shares 421,337
00 Xxxxxxxx Xxxx of Common Stock (56,250 shares at
Xxxxxxxxxx, Xxx Xxxx 00000 an exercise price of $4.00 per
share/expires 2/24/2007; 100,000
shares at an exercise price of $3.00
per share/expires 9/26/2007; 90,000
shares at an exercise price of $3.00
per share/expires 3/2/2008; 300,000
shares at an exercise price of $3.00
per share/expires 5/14/2008)
CMH Capital Management Corp. Warrants to purchase 29,286 shares 22,664
000 Xxxxx Xxxxxx, 0xx Xxxxx xx Xxxxxx Stock (14,286 shares at
Xxx Xxxx, Xxx Xxxx 00000 an exercise price of $3.00 per
share/expires 9/26/2007; 15,000
shares at an exercise price of $3.00
per share/expires 3/2/2008)
Xxxxx X. Xxxxxxxx Warrants to purchase 215,000 shares 188,689
000 Xxxx 00xx Xxxxxx - XX-X xx Xxxxxx stock (200,000 shares at
Xxx Xxxx, Xxx Xxxx 00000 an exercise price of $1.00 per
share/expires 11/29/2005 and 15,000
shares at an exercise price of $3.00
per share/expires 4/23/2008)
Capcor Employee Pension Plan Warrants to purchase 100,000 shares 79,545
c/o Xxxxx X. Xxxxxxxx of Common Stock at an exercise
CMH Capital Management Corp. price of $2.00 per share/expires
000 Xxxxx Xxxxxx, 0xx Xxxxx 11/29/2005
Xxx Xxxx, Xxx Xxxx 00000
Raptur Management Co. Warrants to purchase 22,500 shares 15,825
c/o Xxxxx Xxxxxxxx of Common Stock at an exercise
CMH Capital Management Corp. price of $4.00 per share/expires
000 Xxxxx Xxxxxx, 0xx Xxxxx 2/24/2007
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxxx Warrants to purchase 11,250 shares 7,913
0000 Xxxx Xxxxxx, Xxx 0X xx Xxxxxx Stock at an exercise
Xxx Xxxx, Xxx Xxxx 00000 price of $4.00 per share/expires
2/24/2007
11
NUMBER OF SHARES
NAME AND ADDRESS WARRANTS OR OF COMMON STOCK
OF SECURITYHOLDER OPTIONS TO BE EXCHANGED TO BE RECEIVED
----------------- ----------------------- ----------------
Xxxxxxxx Xxxx Warrants to purchase 5,625 shares of 3,956
000 Xxxx 00xx Xxxxxx Common Stock at an exercise price
Xxx Xxxx, Xxx Xxxx 00000 of $4.00 per share/expires 2/24/2007
Xxxxxx Xxxxxxxx Warrants to purchase 5,625 shares of 3,956
00 XxXxx Xxxxx Xxxxxx Xxxxx at an exercise price
Xxxxxxxxxx, Xxx Xxxx 00000 of $4.00 per share/expires 2/24/2007
Xxxx Xxxxxxx Warrants to purchase 18,750 shares 13,808
00 Xxx Xxxxxx Xxxx xx Xxxxxx Stock (11,250 shares at
Xxxxxxxxx Xxxxx, XX 00000 an exercise price of $4.00 per
share/expires 4/29/2007; 7,500 shares
at an exercise price of $3.00 per
share/expires 3/2/2008)
Xxxxxxx X. Xxxxxxxxx, Xx Warrants to purchase 22,500 shares 15,825
c/o Xxxxx Xxxxxxxx of Common Stock at an exercise
CMH Capital Management Corp. price of $4.00 per share/expires
000 Xxxxx Xxxxxx, 0xx Xxxxx 2/24/2007
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx Warrants to purchase 11,250 shares 7,913
X.X. Xxx 000 of Common Stock at an exercise
Xxxxxx Xxxxxx, XX 00000 price of $4.00 per share/expires
2/24/2007
Navigator Fund, L.P. Warrants to purchase 69,075 shares 48,929
c/o Xxxxx Xxxxxxxx of Common Stock at an exercise
CMH Capital Management Corp. price of $4.00 per share/expires
000 Xxxxx Xxxxxx, 0xx Xxxxx 4/29/2007
Xxx Xxxx, Xxx Xxxx 00000
Navigator Global Fund Warrants to purchase 9,675 shares of 6,853
c/o Xxxxx Xxxxxxxx Common Stock at an exercise price
CMH Capital Management Corp. of $4.00 per share/expires 4/29/2007
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxxx Warrants to purchase 7,500 shares of 5,839
000 Xxxxxxxx Xxxxxx Stock at an exercise price
Short Hills, NJ of $3.00 per share/expires 3/2/2008
MBF Capital Corp. Warrants to purchase 15,000 shares 11,723
00 Xxxx 00xx Xxxxxx xx Xxxxxx Stock at an exercise
Xxx Xxxx, Xxx Xxxx 00000 price of $3.00 per share/expires
4/23/2008
12
NUMBER OF SHARES
NAME AND ADDRESS WARRANTS OR OF COMMON STOCK
OF SECURITYHOLDER OPTIONS TO BE EXCHANGED TO BE RECEIVED
----------------- ----------------------- ----------------
Bentley One, Ltd. Warrants to purchase 75,000 shares 58,700
Harborside Apt # 3 of Common Stock at an exercise
Cloister Drive price of $3.00 per share/expires
Paradise Island 5/14/2008
Nassau, Bahamas
P.O. Box N-732
Barington Capital Group, L.P. Options to purchase 25,000 shares of 11,110
000 0xx Xxxxxx, 00xx Xxxxx Xxxxxx Stock at an exercise price
Xxx Xxxx, Xxx Xxxx 00000 of $4.00 per share/expires 3/14/2001
GKN Securities Corp. Options to purchase 34,650 shares of 15,399
00 Xxxxxxxx Xxxxxx Stock at an exercise price
Xxx Xxxx, Xxx Xxxx 00000 of $4.00 per share/expires 3/14/2001
Xxxxx X. Xxxxxxxx Options to purchase 14,025 shares of 6,233
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxxxx Options to purchase 14,025 shares of 6,233
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Xxxxxxxxx Options to purchase 14,025 shares of 6,233
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx X. Xxxxxxxxx Options to purchase 2,150 shares of 955
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxx Xxxxxx Options to purchase 375 shares of 167
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxxxxxx Options to purchase 1,650 shares of 733
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
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NUMBER OF SHARES
NAME AND ADDRESS WARRANTS OR OF COMMON STOCK
OF SECURITYHOLDER OPTIONS TO BE EXCHANGED TO BE RECEIVED
----------------- ----------------------- ----------------
Xxxxx X. Coventry Options to purchase 600 shares of 267
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx X. Xxxxxxx Options to purchase1,000 shares of 444
GKN Securities Corp. Common Stock at an exercise price
61 Broadway of $4.00 per share/expires 3/14/2001
Xxx Xxxx, Xxx Xxxx 00000
----------------------------------------------------------------------------------------
TOTAL 1,271,786 961,249
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