INVESTORS' RIGHTS AGREEMENT
Exhibit
4.2
INVESTORS'
RIGHTS AGREEMENT
THIS
INVESTORS' RIGHTS AGREEMENT is made as of the 10th day of
April,
2007, by and among SRS Energy, Inc., a Delaware corporation (the "Company"),
and
the parties listed on Schedule A hereto each of which such parties is
herein referred to as a "Holder."
RECITALS
WHEREAS,
the Company and the certain Holders (the “Investors”) are parties to the Series
A Debenture Purchase Agreement of even date herewith (the "Series A
Agreement");
WHEREAS,
immediately following the Closing (as defined in the Series A Agreement) the
Company desires to consummate a merger (the “Merger”) with SRS Acquisition Corp.
pursuant to that certain Agreement and Plan of Merger and Reorganization dated
as of March 14, 2007 (the “Merger Agreement”); and
WHEREAS,
in order to induce the Investors to invest funds in the Company pursuant to
the
Series A Agreement and to induce the stakeholders of the parent corporation
of
SRS Acquisition Corp. that are Holders to effect the Merger, the Company hereby
agrees to cause the Company to register the shares of Common Stock issued or
issuable to the Holders as set forth herein;
NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Registration
Requirement. The Company covenants and agrees as follows:
1.1 Definitions.
For purposes of this Section I:
(a) The
term "Act" means the Securities Act of 1933, as amended.
(b) The
term “Common Stock” shall mean the shares of common stock, $0.001 per value per
share of the Company.
(c) The
term "Form S-3" means such form under the Act as in effect on the date hereof
or
any registration form under the Act subsequently adopted by the SEC that permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(d) The
term "Holder" means any person owning or having the right to acquire Registrable
Securities or any assignee thereof.
(e) The
term" 1934 Act" means the Securities Exchange Act of 1934, as
amended.
(f) The
term "register," "registered," and "registration" refer to a registration
effected by preparing and filing a Registration Statement or similar document
in
compliance with the Act, and the declaration or ordering of effectiveness of
such Registration Statement or document.
(g) The
term "Registrable Securities" means (i) the Common Stock issuable or issued
upon
conversion of the Series A Debentures issued to investors pursuant to that
certain Debenture Purchase Agreement, (ii) the Common Stock issuable or issued
to any holder of piggyback registration rights granted by the Company that
by
virtue of such rights are to be registered hereunder; and (iii) any Common
Stock
of the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the
shares referenced in (i) or (ii) above, excluding in all cases, however, any
Registrable Securities sold by a person in a transaction in which the rights
under this Section 1 are not assigned.
(h) The
number of shares of "Registrable Securities" outstanding shall be determined
by
the number of shares of Common Stock outstanding that are, and the number of
shares of Common Stock issuable pursuant to then exercisable or convertible
securities that are, Registrable Securities.
(i) The
term "SEC" shall mean the Securities and Exchange Commission.
1.2 Registration. Within
sixty days of the date of the Closing as such is defined in the Series A
Agreement the Company shall file a Registration Statement under the Act covering
the registration of the Registrable Securities and use all reasonable best
efforts to effect, as soon as practicable, the registration under the Act of
all
Registrable Securities.
1.3 Obligations
of the Company. The Company shall keep each Holder reasonably advised
as to the filing and effectiveness of the Registration Statement contemplated
hereunder. At its expense, the Company shall, as expeditiously as reasonably
possible:
(a) prepare
and file with the SEC with respect to the Registrable Securities, a Registration
Statement on Form SB-2, or any other form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall
be
available for the sale of the Registrable Securities in accordance with the
intended methods of distribution thereof (the “Registration Statement”), and use
all reasonable efforts to cause such Registration Statement to become and remain
effective for a period of two years or for such shorter period ending on the
earlier to occur of (i) the sale of all Registrable Securities and (ii) the
availability of Rule 144(k) for the Holders to sell the Registrable Securities
(in either case, the “Effectiveness Period”);
(b) if
the Registration Statement is subject to review by the SEC, promptly respond
to
all comments and diligently pursue resolution of any comments to the
satisfaction of the SEC;
(c) prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement
as may be necessary to keep such Registration Statement effective during the
Effectiveness Period;
(d) furnish
without charge to each Holder such numbers of copies of a the Registration
Statement and prospectus, including a preliminary prospectus, any exhibits
to
the Registration Statement, amendments and supplements, as such Holder may
reasonably request, in conformity with the requirements of the Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
(e) use
all reasonable efforts to register and qualify the securities covered by such
Registration Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that
the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process
in
any such states or jurisdictions;
(f) as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities covered by such Registration Statement at any time
when a prospectus relating thereto is required to be delivered under the Act
or
the happening of any event as a result of which the prospectus included in
such
Registration Statement, as then in effect, includes an untrue statement of
a
material fact or omits to state a material fact required to be stated therein
or
necessary to make the statements therein not misleading in the light of the
circumstances then existing and the Company shall promptly thereafter prepare
and furnish to such Holder a supplement or amendment to such prospectus so
that,
as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit
to
state a material fact required to be stated therein or necessary to make the
statement therein not misleading in light of the circumstances then
existing;
(g) comply,
and continue to comply, during the Effectiveness Period, in all material
respects with the Act and the 1934 Act and with all applicable rules and
regulations of the SEC;
(h) as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the SEC of any stop order or other suspension
of
effectiveness of the Registration Statement;
(i) use
its reasonable efforts to cause all the Registrable Securities covered by the
Registration Statement to be quoted on the NASD OTC Bulletin Board;
(j) during
the Effectiveness Period, refrain from bidding for or purchasing any Common
Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would
in
any way limit the right of the Holders to sell Registrable Securities by reason
of the limitations set forth in Regulation M under the 1934 Act;
and
(k) provide
a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities,
in
each case not later than the effective date of such registration.
1.4 Expenses
of Registration. All expenses other than underwriting discounts and
commissions incurred in connection with registrations, filings or qualifications
under this Agreement, including (without limitation) all registration, filing
and qualification fees, printers' and accounting fees, fees and disbursements
of
counsel for the Company shall be borne by the Company.
1.5 Delay
of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.
1.6 Default,
Penalty. For
purposes of this Agreement an Event of Default shall occur if the Registration
is not effective on or before the date that is 120 days from the date of
Closing
for any reason other than actions attributable to an Investor (provided such
date shall be extended to 180 days after the date of Closing if the SEC elects
to review the Registration Statement filed by the Company, and further provided
that if the Company diligently pursues using all reasonable best efforts,
as
reasonably determined by the auditor, to complete an audit of its financial
statements and such audit is not completed within 60 days of the date hereof,
such period to complete the audit in excess of 60 days shall be added to
the
time periods set forth in this paragraph.)
If
an
Event of Default occurs, each Holder (so long as such Holder has complied with
its obligations hereunder and under any agreement it may have with the Company
with respect to the Common Stock of the Company) shall be entitled to be issued
Warrants to purchase shares of Common Stock at an exercise price of $0.01 per
share and in an amount equal to 1% of the number of Registrable Securities
owned
(on an as-if converted basis) by such Holder per month (prorated for partial
months) that such Default continues uncured.
1.7 Indemnification.
In the event any Registrable Securities are included in a Registration Statement
under this Section 1:
(a) To
the extent permitted by law, the Company will indemnify and hold harmless each
Common Holder, the partners or officers, directors and stockholders of each
Holder, legal counsel and accountants for each Holder, any underwriter (as
defined in the Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Act or the 1934 Act, against
any
losses, claims, damages or liabilities (joint or several) and expenses to which
they may become subject under the Act, the 1934 Act or any state securities
laws, insofar as such losses, claims, damages, liabilities or expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of any material fact contained in such Registration Statement,
including any preliminary prospectus or final prospectus contained therein
or
any amendments or supplements thereto, (ii) the omission or alleged omission
to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities laws
or
any rule or regulation promulgated under the Act, the 1934 Act or any state
securities laws; and the Company will reimburse each such Holder, underwriter
or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection 1.9(a) shall not apply to amounts paid in settlement of
any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person; provided
further, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Holder or
underwriter, or any person controlling such Holder or underwriter, from whom
the
person asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder or underwriter
to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the- shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.
(b) To
the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the Registration Statement, each person, if any, who controls the Company within
the meaning of the Act, legal counsel and accountants for the Company, any
underwriter, any other Holder selling securities in such Registration Statement
and any controlling person of any such underwriter or other Holder, against
any
losses, claims, damages or liabilities (joint or several) to which any of the
foregoing persons may become subject, under the Act, the 1934 Act or any state
securities laws, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs
in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will reimburse any person intended to be indemnified pursuant to this
subsection l. 9(b), for any legal or other expenses reasonably incurred by
such
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this subsection l.9(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld), provided that in no event shall any indemnity
under this subsection l.9(b) exceed the gross proceeds from the offering
received by such Holder.
(c) Promptly
after receipt by an indemnified party under this Section 1.9 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 1.9, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right
to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party (together with all other indemnified parties that
may
be represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained
by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 1.9, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to
any
indemnified party otherwise than under this Section 1.9.
(d) If
the indemnification provided for in this Section 1.9 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as
a
result of such loss, liability, claim, damage or expense in such proportion
as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage
or
expense, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to
information supplied by the indemnifying party or by the indemnified party
and
the parties' relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
(f) The
obligations of the Company and Holders under this Section 1.9 shall survive
the
completion of any offering of Registrable Securities in a Registration Statement
under this Section I, and otherwise.
1.8 "Market
Stand-Off" Agreement. Each of the persons listed on Schedule 1.10
hereto and the Company, with respect to shares issuable under the Company’s 2007
Stock Option Plan, hereby agrees that it will not, during the period commencing
on the date of the final prospectus relating to the Company's Registration
hereunder and ending 180 days thereafter, (i) lend, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (whether such shares or any such securities are then owned by
the
such person or are thereafter acquired), or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. In order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to the shares or securities of every person subject to the foregoing
restriction until the end of such period.
2. Covenants
of the Company.
2.1 Delivery
of Financial Statements. The Company shall deliver to each
Investor:
(a) as
soon as practicable, but, in any event within ninety (90) days after the end
of
each fiscal year of the Company, an income statement for such fiscal year,
a
balance sheet of the Company and statement of stockholder's equity as of the
end
of such year, and a statement of cash flows for such year, such year-end
financial reports to be in reasonable detail, prepared in accordance with
generally accepted accounting principles ("GAAP"), and audited and certified
by
independent public accountants of nationally recognized standing selected by
the
Company;
(b) as
soon as practicable, but in any event within forty-five (45) days after the
end
of each of the first three (3) quarters of each fiscal year of the Company,
an
unaudited income statement, statement of cash flows for such fiscal quarter
and
an unaudited balance sheet as of the end of such fiscal quarter.
(c) within
thirty (30) days of the end of each month, an unaudited income statement and
statement of cash flows and balance sheet for and as of the end of such month,
in reasonable detail;
(d) as
soon as practicable, but in any event at least thirty (30) days prior to the
end
of each fiscal year, a budget and business plan for the next fiscal year,
prepared on a monthly basis, including balance sheets, income statements and
statements of cash flows for such months and, as soon as prepared, any other
budgets or revised budgets prepared by the Company; provided that, all such
budgets and business plans shall be subject to the review and approval of the
Investors, with such approval not to be unreasonably withheld, delayed or
conditioned, and, further provided, that in the event the Investors and the
Company cannot reach agreement, the subject budget or business plan as proposed
will be automatically implemented in the event it varies by no more than ten
percent (10%), plus or minus, from the immediately preceding budget or plan,
as
the case may be;
(e) with
respect to the financial statements called for in subsections (b)and (c) of
this
Section 2.1, an instrument executed by the Chief Financial Officer or President
of the Company certifying that such financials were prepared in accordance
with
GAAP consistently applied with prior practice for earlier periods (with the
exception of footnotes that may be required by GAAP) and fairly present the
financial condition of the Company and its results of operation for the period
specified, subject to year-end audit adjustment; and
(f) such
other information relating to the financial condition, business, prospects
or
corporate affairs of the Company as the Investor or any assignee of the Investor
may from time to time request, provided, however, that the Company shall not
be
obligated under this subsection (f) or any other subsection of Section 2.1
to
provide information that it deems in good faith to be a trade secret or similar
confidential information.
2.2 Inspection.
The Company shall permit each Investor, at such Investor's expense, to visit
and
inspect the Company's properties, to examine its books of account and records
and to discuss the Company's affairs, finances and accounts with its officers,
all at such reasonable times as may be requested by the Investor; provided,
however, that the Company shall not be obligated pursuant to this Section 2.2
to
provide access to any information that it reasonably considers to be a trade
secret or similar confidential information.
2.3 Termination
of Information and Inspection Covenants. The covenants set forth in
Sections 2.1 and 2.2 shall terminate as to Investors and be of no further force
or effect when the sale of securities pursuant to a Registration Statement
filed
by the Company under the Act in connection with the firm commitment underwritten
offering of its securities to the general public is consummated or when the
Company first becomes subject to the periodic reporting requirements of Sections
12(g) or 15(d) of the 1934 Act, whichever event shall first occur.
2.4 Rule
144. For a period of at least 24 months following the Closing Date, the
Company will use its reasonable best efforts to timely file all reports required
to be filed by the Company after the date hereof under the Act and the 1934
Act
and the rules and regulations adopted by the SEC thereunder, and if the Company
is not required to file reports pursuant to such sections, it will prepare
and
furnish to the Holders and make publicly available in accordance with Rule
144(c) such information as is required for the Holders to sell shares of Common
Stock under Rule 144.
2.5 Termination
of Certain Covenants. The covenants set forth in Sections 2.4, and 2.5
shall terminate and be of no further force or effect upon the consummation
of
the sale of securities pursuant to a bona fide, firmly underwritten public
offering of shares of common stock, registered under the Act.
3. Miscellaneous.
3.1 Successors
and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including transferees
of
any shares of Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto
or
their respective successors and assigns any rights, remedies, obligations,
or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
3.2 Governing
Law. This Agreement shall be governed by and construed under the laws
of the State of Missouri as applied to agreements among Missouri residents
entered into and to be performed entirely within Missouri.
3.3 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
3.4 Titles
and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.
3.5 Notices.
Unless otherwise provided, any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or upon delivery by confirmed facsimile
transmission, nationally recognized overnight courier service, or upon deposit
with the United States Post Office, by registered or certified mail, postage
prepaid and addressed to the party to be notified at the address indicated
for
such party on the signature page hereof, or at such other address as such party
may designate by ten (10) days' advance written notice to the other
parties.
3.6 Expenses.
If any action at law or in equity is necessary to enforce or interpret the
terms
of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements in addition to any other
relief-to which such party may be entitled.
3.7 Entire
Agreement: Amendments and Waivers. This Agreement (including the
Exhibits hereto, if any) constitutes the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
Any
term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the holders of a majority of the Registrable Securities; provided, however,
that in the event that such amendment or waiver adversely affects the
obligations and/or rights of the Common Holders in a different manner than
the
other Holders, such amendment or waiver shall also require the written consent
of the holders of a majority in interest of the Common Holders. Any amendment
or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities each future holder of all such Registrable
Securities, and the Company.
3.8 Severability.
If one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
3.9 Aggregation
of Stock. All shares of Registrable Securities held or acquired by
affiliated entities or persons shall be aggregated together for the purpose
of
determining the availability of any rights under this Agreement.
3.10 Independent
Nature of Each Holder’s Obligations and Rights. The
obligations of each Holder under this Agreement are several and not joint with
the obligations of any other Holder, and each Holder shall not be responsible
in
any way for the performance of the obligations of any other Holder under this
Agreement. Nothing contained herein and no action taken by any Holder pursuant
hereto, shall be deemed to constitute such Holders as a partnership, an
association, a joint venture, or any other kind of entity or create a
presumption that the Holders are in any way acting in concert or as a group
with
respect to such obligations or the transactions contemplated by this Agreement.
Each Holder shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and
it
shall not be necessary for any other Holder to be joined as an additional party
in any proceeding for such purpose.
3.11 Xxxxxx
Xxxxxxxxx Salary: The Company shall pay Xxxxxx Xxxxxxxxx a
salary as set forth on Schedule B of that Series A Debenture Purchase
Agreement dated as of the date hereof by and among the parties
hereof.
[Remainder
of page intentionally left blank; signature page to
follow.]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
|
COMPANY
|
||||
|
SRS
ENERGY, INC.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
HOLDERS:
|
||||
|
IS
INVESTMENTS
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
TRINITY
ENTERPRISES, L.L.C.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
LEGGWEAR
INTERNATIONAL, LTD.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
PADSTOW
ESTATES, INC.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
ANAHUAC
MANAGEMENT, INC.
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
XXXXX
XXXX
|
|
XXXX
XXXX
|
|
XXXX
XXXX
|
|
XXXX
XXXXXXX
|
|
XXXX
X. XXXXX
|
|
XXXX
X. XXXX
|
|
AGEST,
INC.
|
||
|
By:
|
||
|
Xxxx
XxXxxxx
|
Schedule
A
Schedule
of Investors
|
Investor
|
Debenture
Amount
|
Common
Shares Initially
Issuable
on Conversion
|
|
IS
Investments
|
$100,000.00
|
666,667
|
|
Leggwear
International, Ltd.
|
$100,000.00
|
666,667
|
|
Trinity
Enterprises, L.L.C.
|
$250,000.00
|
1,666,667
|
|
Padstow
Estates, Inc.
|
$250,000.00
|
1,666,667
|
|
Anahuac
Management, Inc.
|
$200,000.00
|
1,333,333
|
|
Agest,
Inc.
|
$150,000.00
|
1,000,000
|
|
Xxxxx
Xxxx
|
$20,000.00
|
133,333
|
|
Xxxx
Xxxx
|
$30,000.00
|
200,000
|
|
Xxxx
Xxxx
|
$30,000.00
|
200,000
|
|
Xxxx
Xxxxxxx
|
$30,000.00
|
200,000
|
|
Xxxxxxx
XxXxxxx
|
$15,000.00
|
100,000
|
|
Xxxx
X. Xxxxx
|
$10,000.00
|
66,667
|
|
Xxxx
X. Xxxx
|
$215,000.00
|
1,433,333
|
SCHEDULE
1.10
