Exhibit 10.8.1
STOCK PURCHASE WARRANT
This Warrant is issued this 2nd day of July, 1996, by FCOA ACQUISITION
CORP., a Delaware corporation (the "Company"), to PETRA CAPITAL, LLC, a Georgia
limited liability company (PETRA CAPITAL, LLC and any subsequent assignee or
transferee hereof are hereinafter referred to collectively as "Holder" or
"Holders").
AGREEMENT:
1. Issuance of Warrant; Term. For and in consideration of PETRA CAPITAL,
LLC making a loan to Factory Card Outlet of America Ltd., an Illinois
corporation and wholly owned subsidiary of the Company ("Subsidiary") in an
amount of Three Million and no/100ths Dollars ($3,000,000) pursuant to the
terms of a secured promissory note of even date herewith (the "Note") and
related loan agreement of even date herewith (the "Loan Agreement"), and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants to Holder the right to purchase 18,980
shares of the Company's common stock (the "Common Stock"), which the Company
represents equals 1.875% of the capital stock of the Company on the date hereof,
calculated on a fully diluted basis after exercise of this Warrant ("Base
Amount"), provided that in the event that the indebtedness evidenced by the Note
is outstanding on the following dates, the Base Amount shall be increased by the
corresponding number of shares of Common Stock set forth below:
Date Increase in Base Amount
---- -----------------------
January 1, 1998 7,592 shares of Common Stock
July 1, 1999 7,592 shares of Common Stock
July 1, 2000 7,591 shares of Common Stock
The shares of Common Stock issuable upon exercise of this Warrant are
hereinafter referred to as the "Shares." This Warrant shall be exercisable at
any time and from time to time from the date hereof until July 1, 2001. For
purposes of this Warrant the term "fully diluted basis" shall be determined in
accordance with generally accepted accounting principles as of the date hereof.
2. Exercise Price. The exercise price (the "Exercise Price") per share for
which all or any of the Shares may be purchased pursuant to the terms of this
Warrant shall be One Cent ($01).
3. Exercise. (a) This Warrant may be exercised by the Holder hereof (but
only on the conditions herein set forth) as to all or any increment or
increments of One Hundred (100) Shares (or the balance of the Shares if less
than such number), upon delivery of written notice of intent to exercise to the
Company at the following address: 000 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, XX
00000-0000 or such other address as the Company shall designate in a written
notice to the Holder hereof, together with this Warrant and payment to the
Company of the aggregate Exercise Price of the Shares so purchased. The Exercise
Price shall be payable, at the option of the Holder, (i) by certified or bank
check or (ii) by the surrender of the Note or portion thereof having an
outstanding principal balance equal to the aggregate Exercise Price. Upon
exercise of this Warrant as aforesaid, the Company shall as promptly as
practicable, and in any event within fifteen (15) days thereafter, execute and
deliver to the Holder of this Warrant a certificate or certificates for the
total number of whole Shares for which this Warrant is being exercised in such
names and denominations as are requested by such Holder (subject to Sections 4
and 5 hereof). If this Warrant shall be exercised with respect to less than all
of the Shares, the Holder shall be entitled to receive a new Warrant covering
the number of Shares in respect of which this Warrant shall not have been
exercised, which new Warrant shall in all other respects be identical to this
Warrant. The Company covenants and agrees that it will pay when due any and all
state and federal issue taxes (exclusive of any taxes based upon the income of
Holder) which may be payable in respect of the issuance of this Warrant or the
issuance of any Shares upon exercise of this Warrant.
(b) In lieu of exercising this Warrant pursuant to Section 3(a) above,
the Holder shall have the right to require the Company to convert this Warrant,
in whole or in part and at any time or times into Shares (the "Conversion
Right"), upon delivery of written notice of intent to convert to the Company at
its address in Section 3(a) or such other address as the Company shall designate
in a written notice to the Holder hereof, together with this Warrant. Upon
exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any Exercise Price) that number of Shares
which is equal to the quotient obtained by dividing (x) the value of the number
of Shares into which this Warrant is being converted at the time the Conversion
Right is exercised (determined by subtracting the aggregate Exercise Price for
the Shares into which this Warrant is being converted immediately prior to the
exercise of the Conversion Right from a number equal to the product of (i) the
fair market value per Share as at such time, multiplied by (ii) that number of
Shares purchasable upon exercise of this Warrant immediately prior to the
exercise of the Conversion Right (taking into account all applicable adjustments
pursuant to Section 8), by (y) such fair market value per Share. Any references
in this Warrant to the "exercise" of this Warrant, and the use of the term
exercise herein, shall be deemed to include (without limitation) any exercise of
the Conversion Right.
3A. Non-Voting Stock. The Company may, at any time on or before September
30, 1996, amend its Certificate of Incorporation so as to provide for a class of
Non-Voting Common Stock which shall have rights, preferences, and limitations
which are identical, in every way, to the Common Stock of the Company
outstanding on the date hereof, except that such class of Non-Voting Common
Stock of the Company shall not have the right to vote on any matter except where
expressly required by law, and the Non-Voting Common Stock shall be converted
into and shall become, without the necessity of the exchange of certificates
representing such stock, or any other action by the holder thereof, Common Stock
of the Company (which shall have voting rights) upon the effectiveness of any
registration statement filed under the Securities Act (as hereinafter defined)
which registration thereunder includes Common Stock of the Company. At any time
after such authorization of Non-Voting Common Stock by the Company, upon
exercise
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of this Warrant, the holders thereof shall receive such Non-Voting Common Stock
in lieu of Common Stock and, under such circumstances, the references to
"Shares" shall mean such Non-Voting Common Stock. Upon exercise of this Warrant
prior to the creation of such Non-Voting Common Stock, the holder shall receive
Common Stock of the Company and shall exchange such Common Stock for Non-Voting
Common Stock of the Company when such Non-Voting Common Stock of the Company is
so authorized and, after such exercise of the Warrant and prior to such
exchange, shall be subject to an irrevocable proxy delivered at the time of such
exercise authorizing such person or persons designated by the Company to
exercise all voting rights with respect to such Common Stock.
4. Covenants and Conditions. The above provisions are subject to the
following:
(a) Neither this Warrant nor the Shares have been registered under the
Securities Act of 1933, as amended ("Securities Act") or any state securities
laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes
and not with a view to distribution or resale and may not be pledged,
hypothecated, sold, made subject to a security interest, or otherwise
transferred without (i) an effective registration statement for such Warrant
under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion
of counsel, which opinion and counsel shall be reasonably satisfactory to the
Company and its counsel, that registration is not required under the Securities
Act and under any applicable Blue Sky Laws (the Company hereby acknowledges that
King & Spalding is acceptable counsel). Transfer of the Shares issued upon the
exercise of this Warrant shall be restricted in the same manner and to the same
extent as the Warrant and the certificates representing such Shares shall bear
substantially the following legend:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A
REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH
SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
IN CONNECTION WITH SUCH PROPOSED TRANSFER.
The Holder hereof and the Company agree to execute such other documents and
instruments as counsel for the Company reasonably deems necessary to effect the
compliance of the issuance of this Warrant and any shares of Common Stock issued
upon exercise hereof with applicable federal and state securities laws; provided
that such agreement of the Company to execute documents does not include any
undertaking to register the Warrant or the Common Stock issued upon exercise
hereof under any such laws.
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(b) The Company covenants and agrees that all Shares which may be
issued upon exercise of this Warrant will, upon issuance and payment therefor,
be legally and validly issued and outstanding, fully paid and nonassessable,
free from all taxes, liens, charges and preemptive rights, if any, with respect
thereto or to the issuance thereof. The Company shall at all times reserve and
keep available for issuance upon the exercise of this Warrant such number of
authorized but unissued shares of Common Stock and the Non-Voting Common Stock
as will be sufficient to permit the exercise in full of this Warrant.
(c) The Company covenants and agrees that it shall not sell any shares
of the Company's capital stock at a price below the lower of (i) the fair market
value of such shares determined at the time of the sale thereof, in good faith,
by the board of directors of the Company or (ii) 80% of the sale price effective
in the sale of shares of the Company's capital stock immediately preceding such
sale, appropriately adjusted by the applicable conversion rights thereof so as
to compare such immediately preceding sale of a particular security with such
sale, or if the securities sold in the preceding sale are not identical to the
securities sold in such sale, by appropriately adjusting the price of securities
sold in such preceding sale and such sale to any like security into which they
may be convertible, or if there is no such like security into which both the
preceding sale and such sale are convertible, then, adjusted by any reasonable
method determined in good faith by the board of directors of the Company,
without the prior written consent of the Holder hereof. In the event that the
Company sells shares of the Company's capital stock in violation of this Section
4(c), the number of Shares issuable upon exercise of this Warrant shall be equal
to the product obtained by multiplying the number of Shares issuable pursuant to
this Warrant prior to such sale by the quotient obtained by dividing (i) the
fair market value of the shares issued in violation of this Section 4(c) by (ii)
the price at which such shares were sold. For purposes of this Section 4(c), the
issuance of any options, warrants or other rights or securities exercisable for
or convertible into capital stock shall be deemed to be an issuance of capital
stock as if such options, warrants or other rights or securities were exercised
or converted on the date of issuance thereof (whether or not immediately
exercisable or convertible). Notwithstanding anything contained herein to the
contrary, the Company may issue stock options to any person or entity that is
not an officer of the Company or other member of management without making any
anti-dilution adjustments for the Holder(s) under the anti-dilution provision
hereto, to the extent that at the time of issuance of such options and after
giving effect thereto the number of shares of Common Stock issuable upon
excercise of all such options issued after the date hereof (or upon conversion
of securities issuable upon exercise of such options) does not exceed fifteen
percent (15%) of the number of shares of Common Stock issued or issuable upon
exercise or conversion of securities issued by the Company after the date
hereof. To the extent any increase in the number of Shares issuable pursuant to
this Warrant is made pursuant to this Section 4(c) the number of Shares by which
the Base Amount thereafter is scheduled to increase as provided in Section 1
shall be proportionately increased.
5. Transfer of Warrant. Subject to the provisions of Section 4 hereto,
this Warrant may be transferred, in whole or in part, to any person or business
entity, by presentation of the Warrant to the Company with written instructions
for such transfer; provided, however, that unless an Event of Default (as
defined in the Loan Agreement) has occurred and is continuing, Holder shall not
transfer this Warrant to any supplier or vendor of the Company or any company
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engaged in the same business as the Company, or to a significant equity owner of
any such company, without the prior written consent of the Company. Upon such
presentation for transfer, the Company shall promptly execute and deliver a new
Warrant or Warrants in the form hereof in the name of the assignee or assignees
and in the denominations specified in such instructions. The Company shall pay
all expenses incurred by it in connection with the preparation, issuance and
delivery of Warrants under this Section.
6. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this Warrant does not confer upon the Holder, as such, any right whatsoever as a
shareholder of the Company.
7. Observation Rights. The Holder of this Warrant shall (a) receive notice
of and be entitled to attend or may send a representative to attend all meetings
of the Company's Board of Directors in a non-voting observation capacity, (b)
receive copies of all notices, packages and documents provided to members of the
Company's Board of Directors for each board of directors meeting, and (c)
receive copies of all actions taken by written consent by the Company's Board of
Directors, from the date hereof until such time as the indebtedness evidenced by
the Note has been paid in full; provided, however, that if the Company fails to
comply with the notice provisions of this Section, such failure by the Company
shall not be a breach hereunder and shall not effect any action taken by the
Company's Board of Directors if such action had no adverse or disproportionate
effect on Holder.
8. Adjustment Upon Changes in Stock.
(a) If all or any portion of this Warrant shall be exercised
subsequent to any stock split, stock dividend, recapitalization, combination of
shares of the Company, or other similar event, occurring after the date hereto,
then the Holder exercising this Warrant shall receive, for the aggregate price
paid upon such exercise, the aggregate number and class of shares which such
Holder would have received if this Warrant had been exercised immediately prior
to such stock split, stock dividend, recapitalization, combination of shares, or
other similar event. If any adjustment under this Section 8(a) would create a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, such fractional share shall be disregarded and the number of
shares subject to this Warrant shall be the next higher number of shares,
rounding the fraction upward if it is one-half or more and disregarding if it is
less than one-half. Whenever there shall be an adjustment pursuant to this
Section 8(a), the Company shall forthwith notify the Holder or Holders of this
Warrant of such adjustment, setting forth in reasonable detail the event
requiring the adjustment and the method by which such adjustment was calculated.
(b) If all or any portion of this Warrant shall be exercised
subsequent to any merger, consolidation, exchange of shares, separation,
reorganization or liquidation of the Company, or other similar event, occurring
after the date hereto, as a result of which shares of Common Stock shall be
changed into the same or a different number of shares of the same or another
class or classes of securities of the Company or another entity, then the Holder
exercising this Warrant shall receive, for the aggregate price paid upon such
exercise, the aggregate number and class of shares which such Holder would have
received if this Warrant had been exercised
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immediately prior to such merger, consolidation, exchange of shares, separation,
reorganization or liquidation, or other similar event. If any adjustment under
this Section 8(b) would create a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares subject to this Warrant shall be the next
higher number of shares, rounding the fraction upward if it is one-half or more
and disregarding if it is less than one-half Whenever there shall be an
adjustment pursuant to this Section 8(b), the Company shall forthwith notify
the Holder or Holders of this Warrant of such adjustment, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated.
9. Piggyback Registrations.
(a) Whenever the Company proposes to register any of its securities
under the Securities Act (other than pursuant to the demand by holders of
securities of the Company pursuant to the right to make such demand for the
registration of the securities of the Company) and the registration form to be
used may be used for the registration of the Common Stock of the Company (a
"Piggyback Registration"), the Company shall give prompt written notice to the
holders of the Shares of its intention to effect such a registration and,
subject to Sections 9(c) and 9(d) below, shall include in such registration all
of the Shares with respect to which the Company has received written requests
for inclusion therein within 20 days after receipt of the Company's notice.
(b) The Registration Expenses (as hereafter defined) of the holders of
the Shares shall be paid by the Company in all Piggyback Registrations.
(c) If a Piggyback Registration is an underwritten registration on
behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion all or a number of the securities requested to be
included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the Company, the
Company shall include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the securities requested to be included in such
registration by (A) holders of securities, other than the Shares, pursuant to
agreements executed by the Company and such holders prior to the execution of
this Warrant which provide therein for piggyback registration rights and (B)
future holders of the Company's Series C Preferred Stock (up to $13,000,000),
pursuant to any agreements executed by the Company and such holders which
provide therein for piggyback registration rights, and (iii) third, other
securities requested and permitted to be included in such registration,
including the Shares.
(d) Notwithstanding anything contained in this Warrant to the
contrary, if any holder of the Shares does not elect to include any Shares in a
Piggyback Registration, such holder of the Shares shall not be entitled to
include any of the Shares in any registration hereunder for six months after the
effective date of such Piggyback Registration.
(e) Each holder of the Shares agrees not to effect any public sale or
distribution (including sales pursuant to Rule 144 under the Securities Act) of
equity securities of
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the Company, or any securities convertible into or exchangeable or exercisable
for such securities, during (i) the seven days prior to and (i) the 90-day
period beginning on the effective date of any underwritten Piggyback
Registration in which any of the Shares are included (except as part of such
underwritten registration) and (ii) the seven days prior to and the 120-day
period beginning on the effective date of the first firm underwritten public
offering of Common Stock of the Company under the Securities Act (except as part
of such underwritten registration), unless the underwriters managing the
registered public offering otherwise agree.
(f) The Company agrees to indemnify, to the extent permitted by law,
each holder of the Shares, its partners, officers and directors and each Person
(as hereafter defined) who controls such holder (within the meaning of the
Securities Act), with respect to any registration which pursuant to this
Agreement includes any of the Shares, against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company
by or on behalf of such holder expressly for use therein or by such holder's
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such holder
with a sufficient number of copies of the same. In connection with an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of the Shares.
(g) In connection with any registration statement in which any of the
Shares are pursuant to this Warrant included, each holder of such Shares shall
furnish to the Company in writing such information and affidavits as the
Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify the
Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue statement
of material fact contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such holder; provided that the
obligation to indemnify shall be individual to each such holder.
(h) Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any Person's right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such
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indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonably judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(i) If the indemnification provided for in this Section 9 is
unavailable or insufficient to hold harmless an indemnified party, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in this Section 9 in such proportion as is appropriate to reflect
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
which resulted in such losses, claims, demands or liabilities as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or
parties on the one hand or the indemnified party on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this Section 9(i) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
Section 9(i). No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
(j) The indemnification provided for under this Warrant shall remain
in full force and effect regardless of any investigation made by or on behalf
of the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.
(k) No holder of the Shares may participate in any registration
pursuant to this Agreement which is underwritten unless such holder (i) agrees
to sell such holder's securities on the basis provided in any underwriting
arrangements approved by the holder or holders entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements; provided that no holder of
the Shares included in any underwritten registration shall be required to make
any representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder and such holder's intended
method of distribution.
(l) For the purposes of this Section 9 "Registration Expenses" means
all expenses incident to the Company's performance of or compliance with Section
9 of this Warrant,
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including without limitation all registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, printing expenses, messenger and
delivery expenses, fees and disbursements of custodians, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (but excluding discounts and commissions) and other
Persons retained by the Company.
(m) For the purposes of this Section 9 "Person" means an individual, a
partnership, a corporation, a limited liability company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.
10. Certain Notices. In case at any time the Company shall propose to:
(a) declare any cash dividend upon its Common Stock;
(b) declare any dividend upon its Common Stock payable in stock or
make any special dividend or other distribution to the holders of its Common
Stock;
(c) offer for subscription to the holders of any of its Common Stock
any additional shares of stock in any class or other rights;
(d) reorganize, or reclassify the capital stock of the Company, or
consolidate, merge or otherwise combine with, or sell all or substantially all
of its assets to, another corporation; or
(e) voluntarily or involuntarily dissolve, liquidate or wind up the
affairs of the Company;
then, in any one or more of said cases, the Company shall give to the Holder of
the Warrant, by certified or registered mail, (i) at least twenty (20) days'
prior written notice of the date on which the books of the Company shall close
or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, and (ii) in the case of such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least
twenty (20) days' prior written notice of the date when the same shall take
place; provided, however, that if the Company fails to comply with the notice
provisions of this Section, such failure by the Company shall not be a breach
hereunder and shall not effect any action taken by the Company's Board of
Directors if such action had no adverse or disproportionate effect on Holder.
Any notice required by clause (i) shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which the holders of
Common Stock shall be entitled thereto, and any notice required by clause (ii)
shall specify the date on which the holders of Common Stock shall be entitled
to exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be.
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IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.
FCOA ACQUISITION CORP., a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
PETRA CAPITAL, LLC, a Georgia limited
liability company
By: Petra Capital Management, LLC, Manager
By:___________________________________
Name:______________________________
Title:_____________________________
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IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.
FCOA ACQUISITION CORP., a Delaware
corporation
By:______________________________________
Name:_________________________________
Title:________________________________
PETRA CAPITAL, LLC, a Georgia limited
liability company
By: Petra Capital Management, LLC, Manager
By: /s/ Xxx Xxxxxx
---------------------------------
Name: Xxx Xxxxxx
Title: Manager
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