EXHIBIT 10.4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of June
17, 2005 by and among USN Corporation, a Colorado corporation (the "COMPANY"),
and each of the shareholders of the Company identified on Exhibit A attached
hereto (the "SHAREHOLDERS"). Together, the Company and the Shareholders may be
referred to herein as the "PARTIES."
ARTICLE 1
REGISTRATION RIGHTS
1.1 DEFINITIONS. The following terms shall have the following meanings:
"Common Stock" shall mean the shares issued by the Company,
par value $0.0001 per share.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Holder" shall mean (i) any person, including a Shareholder,
owning of record Registrable Securities that have not been sold to the
public or (ii) any assignee of record of such Registrable Securities.
"Prospectus" shall have the meaning ascribed thereto in
SECTION1.2.
"Registrable Securities" shall mean any Common Stock of the
Company issued to the Shareholders as consideration in the Transaction
Agreements.
"Registration Expenses" shall mean all expenses incurred by
the Company in complying with this Article 1, including, without
limitation, all registration and filing fees, printing expenses, fees,
disbursements of counsel for the Company, Blue Sky fees and expenses,
and the expense of any special audits incident to or required by any
such registration.
"Rule 144" shall mean Rule 144 of the Rules and Regulations of
the SEC, as amended, promulgated pursuant to the Securities Act.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Selling ExpensesO shall mean all underwriting discounts and
selling commissions applicable to the sale.
"Shelf Registration Period" shall have the meaning ascribed
thereto in Section 1.2
"Shelf Registration Statement" shall have the meaning ascribed
thereto in Section
"Transaction Agreements" means (i) that certain Asset Purchase
Agreement between the Company and LGS Holdings, Inc., dated as of June
17, 2005, and (ii) that certain Stock Purchase Agreement entered into
as of June 17, 2005 by and among the Company and Global Sun (HK) Ltd.
"Violation" shall have the meaning ascribed thereto in Section
1.7.
1.2 SHELF REGISTRATION.
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(a) The Company shall, at its cost, prepare and, by
[_______________, 2005], file with the SEC and thereafter use its best
efforts to cause to be declared effective as soon as practicable, a
registration statement on Form S-B2 (or such other form as may be
allowed under law) (the "SHELF REGISTRATION STATEMENT") relating to the
offer and sale of the Registrable Securities by the Holders thereof
from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the "SHELF REGISTRATION").
(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the
prospectus included therein (the "PROSPECTUS") to be lawfully delivered
by the Holders of the Registrable Securities for a period of two (2)
years (or for such longer period if extended pursuant to the terms
herein) from the date of its effectiveness or such shorter period that
will terminate when all the Registrable Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto, (ii) become
eligible for resale pursuant to Rule 144(k) under the Securities Act,
or (iii) cease to be outstanding (in any such case, such period being
called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed
not to have used its best efforts to keep the Shelf Registration
effective during the requisite period if it voluntarily takes any
action that would result in Holders of the Registrable Securities
covered thereby not being able to offer and sell such Registrable
Securities during that period, unless such action is (i) required by
applicable law or (ii) taken by the Company in good faith and
contemplated by Section 1.3(f).
(c) Notwithstanding any other provisions of this Agreement to
the contrary, the Company shall use its best efforts such that each of
the Shelf Registration Statement and the Prospectus and any amendment
or supplement thereto, as of the effective date of the Shelf
Registration Statement, amendment or supplement, (i) comply in all
material respects with the applicable requirements of the Securities
Act and the rules and regulations of the SEC and (ii) do not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
1.3 OBLIGATIONS OF THE COMPANY. In connection with the Shelf
Registration contemplated in Section 1.2 hereof, the following provisions shall
apply:
(a) The Company shall furnish to each Holder, prior to filing
thereof with the SEC, a copy of the Shelf Registration Statement and
each amendment thereof and each supplement, if any, to the Prospectus
included therein and include the names of the Holders who propose to
sell Registrable Securities pursuant to the Shelf Registration
Statement as selling security holders.
(b) During the Shelf Registration Period, the Company shall
furnish to the Holders such reasonable number of copies of a
Prospectus, including a preliminary Prospectus in conformity with the
requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them; and the Company consents, subject
to the provisions of this Agreement, to the use of the Prospectus and
any amendment or supplement thereto, by each of the selling Holders of
the Registrable Securities in connection with the offering and sale of
the Registrable Securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.
(c) The Company shall use all reasonable efforts to register
or qualify or cooperate with the Holders of the securities covered by
such Registration Statement included therein in connection with the
registration or qualification of the Registrable Securities for offer
and sale under the securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders and do any and all other
acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Registrable Securities covered by such Shelf
Registration Statement; provided that the Company shall not be required
in connection therewith or as a condition thereto to (i) qualify
generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not
then so subject.
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(d) The Company will use its best efforts to comply with all
rules and regulations of the SEC to the extent and so long as they are
applicable to the Shelf Registration and will make generally available
to its security holders (or otherwise provide in accordance with
Section 11(a) of the Securities Act) an earnings statement covering at
least twelve (12) months satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder as soon as reasonably
practicable.
(e) The Company shall notify each Holder of Registrable
Securities covered by such Shelf Registration Statement at any time
when a Prospectus relating thereto is required to be delivered under
the Securities Act of 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. During the period for which the Company is
required to maintain an effective Shelf Registration Statement, the
Company shall promptly prepare and file a post-effective amendment to
the Shelf Registration Statement or an amendment or supplement to the
Prospectus and any other required document so that, as thereafter
delivered to Holders or purchasers of the Registrable Securities, the
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(f) The Company shall use all reasonable efforts to furnish on
the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through
underwriters, (i) an opinion dated as of such date of the counsel
representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters addressed to the
underwriters, and (ii) a comfort letter dated as of such date from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in connection with primary underwritten
public offerings, addressed to the underwriters.
(g) The Company shall (i) make reasonably available for
inspection by the Holders, any underwriter participating in any
disposition pursuant to the Shelf Registration Statement and any
attorney, accountant or other agent retained by the Holders or any such
underwriter, all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the
Company's officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by the Holders or
any such underwriter, attorney, accountant or agent in connection with
the Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall
be coordinated on behalf of the Holders by one counsel designated by
and on behalf of the Holders as described in Section 1.4 hereof.
(h) If the Company notifies the Holders in accordance with
Section 1.3(f) to suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made, then the Holders shall
suspend use of such Prospectus, and the period of effectiveness of the
Shelf Registration Statement shall be extended by the number of days
from and including the date of the giving of such notice to and
including the earlier of (i) the date when the Holders shall have
received such amended or supplemented Prospectus pursuant to this
Section 1.3 and (ii) the effective date of notice by the Company to the
Holders that the Shelf Registration Statement is effective and that no
supplement or amendment is required.
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(i) The Company shall use its best efforts to take all other
steps necessary to effect the registration of the Registrable
Securities covered by a Shelf Registration Statement contemplated
hereby.
1.4 EXPENSES OF REGISTRATION. Except as specifically provided herein,
all Registration Expenses incurred in connection with any registration,
qualification, or compliance shall be borne by the Company. All Selling Expenses
incurred in connection with any registrations hereunder shall be borne by the
Holders of the securities so registered PRO RATA on the basis of the number of
shares so registered.
1.5 UNDERWRITTEN OFFERING. If the Shelf Registration Statement is for
an underwritten offering, the Company shall so advise the Holders of the
Registrable Securities. In such event, the right of any such Holder to be
included in a registration pursuant to this Article 1 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting by the
Company. Notwithstanding any other provision of the Agreement, if the
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be underwritten, the number of shares that may be
included in the underwriting shall be allocated: first, to the Company; second,
to the Holders on a PRO RATA basis based on the number of Registrable Securities
requested by each Holder to be included in such underwriting; and third, to any
shareholder of the Company (other than a Holder) on a PRO RATA basis. No such
reduction shall reduce the amount of securities proposed by the Holders to be so
included in the registration below twenty percent (20%) of the total amount of
securities included in such registration. If any Holder disapproves of the terms
of any such underwriting, such Holder may elect to withdraw therefrom by written
notice to the Company and the underwriter delivered at least ten (10) business
days prior to the effective date of the Shelf Registration Statement. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration. For any Holder that is a
partnership, limited liability company, or corporation, the partners, retired
partners, members, former members, and shareholders of such Holder, or the
estates and family members of any such individuals and any trusts for the
benefit of any of the foregoing person shall be deemed to be a single "Holder,"
and any PRO RATA reduction with respect to such "Holder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such "Holder," as defined in this sentence.
1.6 FURNISHING INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Article 1 that
the selling Holders furnish to the Company such information regarding
themselves, the Registrable Securities held by them and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.
1.7 INDEMNIFICATION. In the event any Registrable Securities are
included in a Shelf Registration Statement under Section 1.2:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the partners, members, officers and
directors of each Holder, any underwriter (as defined in the Securities
Act) for such Holder, and each person, if any, who controls such Holder
or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions, or
violations (collectively a "VIOLATION") by the Company: (i) any untrue
statement or alleged untrue statement of a material fact contained in
such Shelf 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, and (iii) any violation or alleged
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violation by the Company of the Securities Act, the Exchange Act, any
state securities law, or any rule or regulation promulgated under the
Securities Act, the Exchange Act, or any state securities law in
connection with the offering covered by such Shelf Registration
Statement; and the Company will pay as incurred to each such Holder,
partner, member, officer, director, underwriter, or controlling person
of such Holder or underwriter 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 Section 1.7
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 such Holder, partner, member,
officer, director, underwriter, or controlling person of such Holder or
underwriter.
(b) To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the
securities as to which such registration, qualification, or compliance
is being effected, indemnify and hold harmless the Company, each of its
directors, its officers, and each person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter (and
any person that controls such underwriter) and any other Holder selling
securities under such Shelf Registration Statement or any of such other
Holder"s partners, members, directors, or officers or any person who
controls such Holder, against any losses, claims, damages, or
liabilities (joint or several) to which the Company or any such
director, member, officer, controlling person, underwriter, or other
such Holder or partner, member, director, officer, or controlling
person of such underwriter or other Holder may become subject under the
Securities Act, the Exchange Act, or other federal or state law,
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 under an instrument duly executed by such Holder
specifically for use in connection with such registration; and each
such Holder will pay as incurred any legal or other expenses reasonably
incurred by any person intended to be indemnified pursuant to this
Section 1.7 in connection with investigating or defending any such
loss, claim, damage, liability, or action if it is judicially
determined that there was such a Violation; provided, however, that the
indemnity agreement contained in this Section 1.7 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 Holders
representing 51% or more of the Registrable Securities, which consent
shall not be unreasonably withheld; provided FURTHER, that in no event
shall any indemnity under this Section 1.7 exceed the net proceeds
received by such Holder for the Shares that were registered in that
offering.
(c) Promptly after receipt by an indemnified party under this
Section 1.7 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 1.7, 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
indemnifying parties; provided, however, that an indemnified party
shall have the right to retain its own 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 materially prejudicial to its
ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 1.7, 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 1.7.
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(d) If the indemnification provided for in this Section 1.7 is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages, or
liabilities referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party thereunder, shall, to the extent
permitted by applicable law, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage, or
liability 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 Violation(s) that resulted in
such loss, claim, damage, or liability, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by a court of law 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; provided, that in no event shall any contribution by a Holder
hereunder exceed the net proceeds received by such Holder for the
Shares that were registered in that offering.
(e) The obligations of the Company and Holders under this
Section 1.7 shall survive completion of any offering of Registrable
Securities pursuant to a Shelf Registration Statement and the
termination of this Agreement. No indemnifying party, in the defense of
any such claim or litigation, shall, except with the consent of each
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation.
1.8 LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. After the date of
this Agreement, the Company shall not, without the prior written consent of the
Holders of a majority of all Registrable Securities, enter into any agreement
with any holder or prospective holder of any securities of the Company that
would grant such holder registration rights senior to those granted to the
Holders hereunder.
1.9 "MARKET STAND-OFF" AGREEMENT; AGREEMENT TO FURNISH INFORMATION.
Each Holder hereby agrees that such Holder shall not sell, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale with respect to
any Common Stock (or other securities) of the Company held by such Holder (other
than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the
Company not to exceed one hundred eighty (180) days following the effective date
of a Shelf Registration Statement of the Company filed under the Securities Act;
provided that all officers and directors of the Company and holders of at least
ten percent (10%) of the Company"s voting securities enter into similar
agreements.
1.10 RULE 144 REPORTING. With a view to making available to the Holders
the benefits of certain rules and regulations of the SEC which may permit the
sale of the Registrable Securities to the public without registration, the
Company agrees to use its commercially reasonable efforts to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the
effective date of the first registration filed by the Company for an
offering of its securities to the general public;
(b) file with the SEC, in a timely manner, all reports and
other documents required of the Company under the Exchange Act; and
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(c) so long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon reasonable request: (i) a written
statement by the Company as to its compliance with the reporting
requirements of said Rule 144 of the Securities Act and of the Exchange
Act (at any time after it has become subject to such reporting
requirements); (ii) a copy of the most recent annual or quarterly
report of the Company; and (iii) such other reports and documents as a
Holder may reasonably request in availing itself of any rule or
regulation of the SEC allowing it to sell any such securities without
registration. In the event that a Holder requests an opinion from
counsel concerning the transfer of shares, such Holder shall pay all
costs, including attorney fees, related to such opinion.
ARTICLE 2
RESTRICTIONS ON PUBLIC SALE
2.1 LEAK-OUT. For a period equal to the lesser of (i) two (2) years
from the date of this Agreement, and (ii) one (1) year from the registration of
shares pursuant to the registration rights contained in this Agreement, and
subject to the Market Stand-off Agreement in Section 1.9 above, no Shareholder
shall sell on any one (1) trading day more than fifteen percent (15%) of the
average trading volume of the Company"s Common Stock over the prior ten (10)
trading days. These selling restrictions shall only apply to the extent that the
shares of a Shareholder are not subject to more restrictive selling provisions
under Rule 144. In the event that a Shareholder transfers its shares of capital
stock in the Company to a third-party, such transferee shall hold such shares
subject to the above percentage restrictions, reduced to reflect the PRO RATA
portion of such transferee's ownership of the total shares originally held by
the transferring Shareholder.
2.2 NO SHORT SALES. Each of the Shareholders agrees that neither it nor
its affiliates shall, directly or indirectly, engage in any Short Sale (as
defined in Rule 3 of the Exchange Act) with respect to the Company"s Common
Stock.
ARTICLE 3
MISCELLANEOUS
3.1 CONDITIONS TO EXERCISE OF SHAREHOLDERS" RIGHTS. Exercise of the
Shareholders" rights under this Agreement shall be subject to and conditioned
upon compliance with applicable laws, and the Shareholders and the Company shall
use their best efforts in this regard.
3.2 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of State of Colorado without regard to conflicts of law
provisions.
3.3 AMENDMENTS AND WAIVER; CONSENT. Any provision of this Agreement may
be amended or the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by the
written consent.
3.4 NOTICES. Any notice, demand, offer, or other written instrument
required or permitted to be given, made, or sent hereunder shall be in writing
and may be sent by personal delivery, courier, reputable overnight delivery
service offering written confirmation of delivery, telefax with confirmed
delivery, or registered or certified United States mail, postage prepaid, return
receipt requested, to all required Parties simultaneously at their respective
addresses as follows:
the Shareholder:
The Shareholder"s address as listed on the signature
page hereof;.
To the Company:
USN Corporation
2121 Avenue of the Stars, #2920
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:
Facsimile: (000) 000-0000
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Any person to receive a notice hereunder shall have the right to change the
place to which any such notice shall be sent by a similar notice sent in like
manner to the Company. Notices sent by courier, telefax, or overnight delivery
shall be deemed given and received on the date of actual delivery. All notices
sent in the United States mail in the manner set forth above shall be deemed
given and received five (5) days after being placed in the United States mail.
3.5 SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
3.6 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed
in two or more counterparts (whether by facsimile or otherwise), each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
3.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Parties relative to the specific subject matter hereof. Any previous
agreement among the Parties relative to the specific subject matter hereof is
superseded by this Agreement.
3.8 REMEDIES. The Parties acknowledge that certain breaches of this
Agreement may result in irreparable harm that cannot be adequately addressed by
monetary damages. Therefore, the Parties agree that in the event of a breach or
threatened breach of this Agreement, a non-breaching Party may seek to enjoin a
breach or threatened breach of this Agreement or seek specific performance of an
obligation under this Agreement in addition to any other remedy available at law
or in equity.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company, and each Shareholder listed on Exhibit
A has caused this Agreement to be executed personally or by its duly authorized
representative.
USN CORPORATION (formerly known as Premier Concepts, Inc.)
BY: /S/ XXXXX XXXXXXXX
------------------
NAME: Xxxxx Xxxxxxxx
TITLE: Chief Executive Officer
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EXHIBIT A
(SIGNATURE PAGE)
TO REGISTRATION RIGHTS AGREEMENT
AMONG USN CORPORATION
AND CERTAIN OF ITS SHAREHOLDERS
/S/ XXXXXX XXXXX UPENDRA BHAI
--------------------------------
Name: Global Sun Enterprises LTD
Address for Notice:
Telephone:
Number of Registrable Securities: _________________
/S/ XXXXXX XXXXXXXX
------------------------
Name: LGS Holdings, Inc.
Address for Notice:
Telephone:
Number of Registrable Securities: _________________
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