AURA SYSTEMS, INC.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of March 16, 2001, by
and among AURA SYSTEMS, INC. a Delaware corporation (the "Company"), and the
undersigned (the "Purchasers").
The Company desires to issue and sell to the Purchasers, and the Purchasers
desire to purchase from the Company, a total of 5,750,000 shares of the
Company's Common Stock, par value $.005 (the "Stock"), for an aggregate purchase
price of $1,955,000 (or $.34 per share), upon and subject to the terms and
conditions hereinafter set forth. As used herein, the term "Offering" shall mean
the offering of the Stock and the Additional Securities (collectively the
"Securities") by the Company to the Purchasers. Certain other capitalized terms
used herein are defined in Section 5.
Accordingly, in consideration of the premises and the mutual covenants,
obligations and agreements contained herein, the Purchasers and the Company
hereby agree as follows:
1. Purchase and Sale of the Stock. Subject to the terms and conditions set
forth herein and in exchange for payment by each Purchaser of its respective
portion of the purchase price to be paid on the applicable closing date referred
to below, the Company hereby agrees to issue and sell to such Purchaser, and
such Purchaser hereby agrees, severally but not jointly, to purchase from the
Company, on such closing date its respective portion of the Stock to be
purchased on such closing date, all as specified opposite the name of such
Purchaser on the signature page of this Agreement. Subject to the terms and
conditions set forth herein, the closing of the sale of the Stock to be sold to
Koyah Leverage Partners, L.P. and Koyah Partners, L.P. shall occur on March 16,
2001 (the "Closing Date") and the closing of the sale of the Stock to be sold to
the other Purchasers shall occur on or before March 21, 2001 (the "Additional
Closing Date"), all as specified opposite the name of such Purchaser on the
signature page of this Agreement. Payment of the purchase price to be paid by
each Purchaser on the Closing Date or Additional Closing Date, as applicable,
shall be made by wire transfer to the Company's account in accordance with wire
transfer instructions provided by the Company.
2. Representations, Warranties and Covenants of the Company. The Company
hereby represents, warrants and covenants to each Purchaser as follows, as of
the Closing Date and the Additional Closing Date:
2.1 Accuracy of Reports. All reports required to be filed by the Company
since and including the filing of the Company's Form 10-K for the fiscal year
ended February 28, 2000 and subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, to and including the Closing Date and the
Additional Closing Date, as applicable (collectively, the "SEC Reports"), have
been duly filed with the Securities and Exchange Commission. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act or the Securities Exchange Act, as the case
may be, and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder applicable to the SEC Reports. None of the SEC Reports
contained any untrue statement of a material fact or omitted 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. The financial statements of the Company included in the SEC Reports
complied as of their respective dates of filing in all material respects with
applicable accounting requirements and the published rules and regulations of
the Securities and Exchange Commission with respect thereto, have been prepared
in accordance with generally accepted accounting principles (except, in the case
of unaudited statements, as permitted by Regulation S-X promulgated by the
Securities and Exchange Commission) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto), and fairly
present the financial position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments). The
Company has on a timely basis made all filings required to be made by the
Company with the Securities and Exchange Commission since March 1, 2000. Since
the date of the most recent SEC Report, there has been no material adverse
change in the condition (financial or otherwise), business, operations, assets,
liabilities or prospects of the Company.
2.2 Organization, Good Standing and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has full corporate power and authority to conduct
its business.
2.3 Capitalization and Voting Rights. The Securities have been duly and
validly authorized and, when issued and/or paid for pursuant to this Agreement
and/or the Registration Rights Agreement (collectively, the "Agreements"), will
be validly issued, fully paid and nonassessable. Except as set forth in the
Agreements and as otherwise required by law, there are no restrictions upon the
voting or transfer of the Securities pursuant to the Company's Certificate of
Incorporation, By-laws or other governing documents or any agreement or other
instruments to which the Company is a party or by which the Company is bound.
2.4 Authorization; Enforceability. The Company has all corporate right,
power and authority to enter into the Agreements and to consummate the
transactions contemplated by the Agreements. The Agreements have been duly
executed and delivered by the Company and constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies, and to limitations
of public policy. The issuance and/or sale of the Securities contemplated by the
Agreements will not give rise to any preemptive rights or rights of first
refusal on behalf of any person.
2.5. No Conflict; Governmental Consents.
(a) The execution and delivery by the Company of the Agreements and the
consummation of the transactions contemplated by the Agreements will not result
in the violation by the Company of any law, statute, rule, regulation, order,
writ, injunction, judgment or decree of any court or governmental authority to
or by which the Company is bound, or of any provision of the Certificate of
Incorporation or By-laws of the Company, and will not conflict with, or result
in a breach or violation of, any of the terms or provisions of, or constitute
(with due notice or lapse of time or both) a default under, any lease, loan
agreement, mortgage, security agreement, trust indenture, securities purchase
agreement, registration rights agreement or other agreement or instrument to
which the Company is a party or by which it is bound or to which any of its
properties or assets is subject, nor result in the creation or imposition of any
lien upon any of the properties or assets of the Company.
(b) No consent, approval, authorization or other order of any governmental
authority or other third party is required to be obtained by the Company in
connection with the authorization, execution and delivery of the Agreements or
with the authorization, issue and/or sale of the Securities, except such filings
as may be required to be made with the Securities and Exchange Commission, or
with any state or foreign blue sky or securities regulatory authority. The
Company shall make all such filings. The Offering is exempt from the
registration requirements of the Securities Act and applicable state or foreign
blue sky or securities laws, and neither the Company nor any authorized agent
acting on its behalf has taken or will take any action that would cause the loss
of such exemption. The Company is eligible to register the resale of the
Securities as a secondary offering on a registration statement on Form S-3 under
the Securities Act as contemplated by the Registration Rights Agreement.
2.6. Licenses. The Company has all licenses, permits and other governmental
authorizations currently required for the conduct of its business or ownership
of properties and is in all material respects in compliance therewith.
2.7. Capitalization. The total authorized capital stock of the Company
immediately prior to the Closing Date consists of (i) 500,000,000 shares of
Common Stock and (ii) 10,000,000 shares of Preferred Stock. Of such authorized
Common Stock, 291,733,868 shares are issued and outstanding. Of such authorized
Preferred Stock, no shares of Preferred Stock are issued and outstanding. Except
for (a) 34,801,387 shares of Common Stock issuable upon exercise of options
granted or available for grant under the Company's Stock Option Plans, (b)
22,374,808 shares of Common Stock issuable upon exercise of outstanding warrants
and other rights, (c) an indeterminate number of shares of Common Stock which
may be issuable pursuant to certain "Repricing Rights" issued to certain
investors in New Com, Inc. described in the SEC Reports, (d) 10,000,000 shares
of Common Stock reserved for issuance to Deutsche Financial Services, Inc. in
contemplation of a settlement of their outstanding litigation described in the
SEC Reports, (e) not more than 20,000,000 shares of Common Stock reserved for
issuance in connection with certain outstanding indebtedness in the original
principal amount of $12,500,000 described in the SEC Reports and (f) the
Securities, no other shares of capital stock of the Company have been reserved
for issuance and there are no outstanding options, warrants or other rights to
subscribe for or purchase from the Company any shares of its capital stock or
any securities convertible into or exchangeable for its capital stock.
3. Representations and Warranties of each Purchaser. Each Purchaser,
severally but not jointly, hereby represents and warrants to the Company as
follows:
3.1 Risk of Investment. Purchaser understands that the purchase of the
Securities involves a high degree of risk including, but not limited to, the
following: (i) the Company has a limited operating history and requires
substantial funds in addition to the proceeds of the Offering; (ii) an
investment in the Company is highly speculative, and only investors who can
afford the loss of their entire investment should consider investing in the
Company or the Securities; (iii) the Purchaser may not be able to liquidate its
investment; (iv) transferability of the Securities is limited under applicable
securities laws; (v) in the event of a disposition of the Securities the
Purchaser could sustain the loss of its entire investment and (vi) the Company
has not paid any dividends on its Common Stock since inception and does not
anticipate the payment of dividends on the Common Stock in the foreseeable
future. Such risks are more fully set forth in the SEC Reports.
3.2 Lack of Liquidity. Purchaser confirms that it is able (i) to bear the
economic risk of this investment, (ii) to hold the Securities for an indefinite
period of time, and (iii) to afford a complete loss of its investment.
3.3 Purchaser Capacity. Purchaser hereby represents that such Purchaser, by
reason of such Purchaser's business or financial experience, has the capacity to
protect such Purchaser's own interests in connection with the transactions
contemplated by the Agreements.
3.4 Receipt of Information. Purchaser hereby acknowledges that such
Purchaser has carefully reviewed the SEC Reports and the Company's Confidential
Private Placement Memorandum dated January 5, 2001 (the "PPM") and hereby
represents that it has been furnished by the Company, during the course of this
transaction, with all information regarding the Company which the Purchaser or
its representative has requested or desired to know, has been afforded the
opportunity to ask questions of, and to receive answers from, duly authorized
officers or other representatives of the Company concerning the terms and
conditions of the Offering and the affairs of the Company and has received any
additional information which such Purchaser or its representative has requested.
3.5 Reliance on Information. Purchaser has relied upon the information
provided by the Company in the SEC Reports, the PPM and in this Agreement in
making the decision to invest in the Securities. To the extent deemed necessary
or advisable by it, Purchaser has retained, at the sole expense of such
Purchaser, and relied upon, appropriate professional advice regarding the
investment, tax and legal merits and consequences of the Agreements and a
purchase of the Securities.
3.6 No Solicitation. Purchaser represents that (i) the Purchaser was
contacted regarding the sale of the Securities by the Company (or an authorized
agent or representative thereof) with whom such Purchaser had a prior
substantial pre-existing relationship and (ii) no Securities were offered or
sold to such Purchaser by means of any form of general solicitation or general
advertising, and in connection therewith Purchaser has not (A) received or
reviewed any advertisement, article, notice or other communication published in
a newspaper or magazine or similar media or broadcast over television or radio
whether closed circuit, or generally available, or (B) attended any seminar
meeting or industry investor conference whose attendees were invited by any
general solicitation or general advertising.
3.7 Registration. Purchaser hereby acknowledges that the Offering has not
been reviewed by the Securities and Exchange Commission or any state regulatory
authority, since the Offering is intended to be exempt from the registration
requirements of Section 5 of the Securities Act pursuant to Regulation D. The
Purchaser shall not sell or otherwise transfer the Securities unless a
subsequent disposition is registered under the Securities Act or is exempt from
such registration.
3.8 Purchase for Own Account. Purchaser understands that the Securities
have not been registered under the Securities Act by reason of a claimed
exemption under the provisions of the Securities Act which depends, in part,
upon the Purchaser's investment intention. In this connection, Purchaser hereby
represents that it is purchasing Securities for its own account for investment
and not with a view toward the resale or distribution to others or for resale in
connection with any distribution or public offering (within the meaning of the
Securities Act), nor with any present intention of distributing or selling the
same and Purchaser has no present or contemplated agreement, undertaking,
arrangement, obligation or commitment providing for the disposition thereof,
other than in accordance with the Securities Act and applicable state securities
laws. Purchaser was not formed for the purpose of purchasing the Securities.
Notwithstanding the foregoing, the disposition of Purchaser's property shall be
at all times within Purchaser's own control, and Purchaser's right to sell or
otherwise dispose of all or any part of the Securities shall not be prejudiced;
provided that Purchaser complies with Section 3.10. Nothing herein shall prevent
the distribution of any Securities to any member, partner or stockholder, former
member, partner, or stockholder of Purchaser in compliance with the Securities
Act and applicable state securities laws.
3.9 Holding Period. Purchaser understands that the Securities are subject
to significant limitations on resale under applicable securities laws. Purchaser
understands that reliance upon Rule 144 under the Securities Act for resale of
the Securities requires, among other conditions, a one-year holding period prior
to the resale (such resale after such one year holding period being further
subject to sales volume limitations). Purchaser understands and hereby
acknowledges that the Company is under no obligation to register any of the
Securities under the Securities Act or any applicable non-United States, state
securities or "blue sky" laws, except as set forth in the Registration Rights
Agreement.
3.10 Legends. Each Purchaser consents to the placement of the legend, or a
substantial equivalent thereof, set forth below on any certificate or other
document evidencing the Securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE SECURITIES
ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE
STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS.
Purchaser further consents to the placement of one or more restrictive legends
on any Securities issued in connection with this Offering as may be required by
applicable securities laws. Purchaser is aware that the Company will make a
notation in its appropriate records with respect to the restrictions on the
transferability of the Securities.
3.11 Residence of Purchaser. Purchaser hereby represents that the address
of such Purchaser furnished by such Purchaser on the signature page hereof is
such Purchaser's principal business address.
3.12 Authorization; Enforceability. Purchaser represents that such
Purchaser has full power and authority (corporate, statutory and otherwise) to
execute and deliver this Agreement and to purchase the Securities. The
Agreements constitute the legal, valid and binding obligations of the Purchaser,
enforceable against such Purchaser in accordance with their terms.
3.13 Authority. Purchaser (a) is authorized and qualified to become an
investor in the Company and the person signing this Agreement on behalf of such
entity has been duly authorized by such entity to do so, and (b) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.
3.14 Brokers. Purchaser has not engaged, consented to nor authorized any
broker, finder or intermediary to act on its behalf, directly or indirectly, as
a broker, finder or intermediary in connection with the transactions
contemplated by the Agreements. Purchaser shall indemnify and hold harmless the
Company from and against all fees, commissions or other payments owing to any
other such person or firm acting on behalf of such Purchaser hereunder.
3.15 Accredited Investor. Purchaser represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D.
3.16 Reliance on Representation and Warranties. Purchaser understands that
the Securities are being offered and sold to the undersigned in reliance on
specific exemptions from the registration requirements of United States Federal
and state securities laws and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Purchaser set forth herein in order to determine the
applicability of such exemptions and the suitability of Purchaser to acquire the
Securities.
4. Each Purchaser's Conditions to each Closing. Each Purchaser's obligation
to purchase and pay for the shares of Stock to be sold to such Purchaser at the
applicable closing is subject to the fulfillment to such Purchaser's
satisfaction, prior to or at such closing, of the following conditions:
4.1 Representations and Warranties. The representations and warranties of
the Company contained in Section 2 shall be true and correct when made and on
and as of the date of the applicable closing with the same effect as though such
representations and warranties had been made on and as of the date of such
closing, except to the extent of changes caused by transactions expressly
contemplated herein.
4.2 Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed by it or with which it is required to have complied on
or before the applicable closing.
4.3 Certificate. The Company shall deliver to each Purchaser at the
applicable closing, relating to such Purchaser's purchase of shares of the
Stock, a certificate signed by a duly authorized officer of the Company
certifying the matters set forth in Sections 4.1 through 4.3.
4.4 Opinion of Counsel. The Company shall deliver to each Purchaser at the
applicable closing an opinion of counsel for the Company, dated as of the
Closing Date, in form and substance satisfactory to such Purchaser.
5. Certain Definitions. For the purposes of this Agreement the following
terms have the respective meanings set forth below:
5.1 "Additional Securities" means the warrants contemplated by the
Registration Rights Agreement and the Common Stock issuable upon exercise of
such warrants.
5.2 "Common Stock" means the Company's common stock, par value $.005 per
share.
5.3 "Person" means any individual, sole proprietorship, partnership,
limited liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or governmental agency.
5.4 Preferred Stock" means the Company's preferred stock, par value $.005
per share.
5.5 "Regulation D" means Regulation D promulgated under the Securities Act.
5.6 "Securities Act" means, as of any given time, the Securities Act of
1933, as amended, or any similar federal law then in force.
5.7 "Securities Exchange Act" means, as of any given time, the Securities
Exchange Act of 1934, as amended.
5.8 "Securities and Exchange Commission" includes any governmental body or
agency succeeding to the functions thereof.
6. Miscellaneous.
6.1 Amendments and Waivers. (a) This Agreement, together with the
Registration Rights Agreement, set forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature
among them. This Agreement may be amended only by mutual written agreement of
the Company and Purchasers holding more than 50% of the Stock being acquired
hereunder, and the Company may take any action herein prohibited or omit to take
any action herein required to be performed by it, and any breach of any
covenant, agreement, warranty or representation may be waived, only if the
Company has obtained the written consent or waiver of Purchasers holding more
than 50% of the Stock being acquired hereunder. No course of dealing between or
among any persons having any interest in this Agreement will be deemed effective
to modify, amend or discharge any part of this Agreement or any rights or
obligations of any person under or by reason of this Agreement.
(b) After an amendment or waiver becomes effective it shall bind every
holder of any Securities regardless of whether such holder held such Securities
at the time such amendment or waiver became effective, or subsequently acquired
such Securities.
6.2 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its successors and assigns and each Purchaser
and its successor and registered assigns. The provisions hereof which are for
each Purchaser's benefit as purchaser or holder of the Securities are also for
the benefit of, and enforceable by, any subsequent registered holder of such
Securities.
6.3 Notices. All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or when
mailed by certified or registered mail, return receipt requested and postage
prepaid, and addressed to the addresses of the respective parties set forth
below or to such changed addresses as such parties may have fixed by written
notice; provided, however, that any notice of change of address shall be
effective only upon receipt:
If to the Company:
Aura Systems, Inc.
0000 Xxxxxx Xxxxxx
Xx Xxxxxxx, XX 00000
Attn: Zvi (Xxxxx) Xxxxxxxx
If to Purchasers:
As indicated on the signature page hereto.
6.4 Governing Law. The validity, performance, construction and effect of
this Agreement shall be governed by the internal laws of the State of Washington
without giving effect to any State's principles of conflict of laws. All
disputes between the parties hereto, whether sounding in contract, tort, equity
or otherwise, shall be resolved only by state and federal courts located in
Spokane, Washington, and the courts to which an appeal therefrom may be taken.
All parties hereto waive any objections to the location of the above referenced
courts, including but not limited to any objection based on lack of
jurisdiction, improper venue or forum non-conveniens. Notwithstanding the
foregoing, any party obtaining any order or judgment in any of the above
referenced courts may bring an action in a court in another jurisdiction in
order to enforce such order or judgment.
6.5 Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of the Agreements, 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.
6.6 Counterparts. This Agreement may be executed in any number of
counterparts and, notwithstanding that any of the parties did not execute the
same counterpart, each of such counterparts (or facsimile copies thereof) shall,
for all purposes, be deemed an original, and all such counterparts shall
constitute one and the same instrument binding on all of the parties hereto.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be as effective as delivery of a manually executed counterpart
of a signature page of this Agreement.
6.7 Headings. The headings of the Sections hereof are inserted as a matter
of convenience and for reference only and in no way define, limit or describe
the scope of this Agreement or the meaning of any provision hereof.
6.8 Severability. In the event that any provision of this Agreement or the
application of any provision hereof is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this Agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision unless the provision held
invalid shall substantially impair the benefit of the remaining portion of this
Agreement.
6.9 Survival of Warranties. The representations, warranties and covenants
of the Company and the Purchasers made in this Agreement shall survive the
execution and delivery of this Agreement and the applicable closing.
6.10 Expenses. The Company shall pay (i) on the Closing Date, the legal
fees and expenses of outside legal counsel to the Purchasers incurred in
connection with the Agreements and the closing of the transactions on the
Closing Date contemplated by the Agreements in an amount not to exceed $10,000
and (ii) on the Additional Closing Date, the legal fees and expenses of outside
legal counsel to the Purchasers incurred in connection with the Agreements and
the closing of the transactions on the Additional Closing Date in an amount not
to exceed $1,500.
6.11 Exculpation Among Purchasers. Each Purchaser acknowledges that such
Purchaser is not relying upon any person, firm or corporation, other than the
Company and its officers and directors, in making its investment or decision to
invest in the Company. Each Purchaser agrees that no Purchaser nor the
respective controlling person, officers, directors, partners, agents or
employees of any Purchaser shall be liable to any other Purchaser for any action
heretofore or hereafter taken or omitted to be taken by any of them in
connection with the purchase of the Stock or the execution of or performance
under any of the Agreements.
6.12 Representation. Each party hereto acknowledges that (a) ICM Asset
Management, Inc. retained Xxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP to represent
only ICM Asset Management, Inc. and its affiliates (collectively, "ICM") in
connection with the Agreements and the transactions related thereto, (b) the
interests of ICM may not necessarily coincide with the interests of other
Purchasers, (c) Xxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP does not represent any
Purchaser other than ICM, and (d) each Purchaser has consulted with, or has had
an opportunity to consult with, its own legal counsel and has not relied on
Xxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxx LLP for legal counsel in connection with
the Agreements and the transactions related thereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
SIGNATURE PAGE
SUBSCRIPTION AGREEMENT
DATED AS OF MARCH 16, 2001
"COMPANY"
AURA SYSTEMS, INC.
By: ________________________________
Name: _____________________________
Title: ______________________________
"PURCHASERS"
Closing Date: KOYAH LEVERAGE PARTNERS, L.P.
By: Koyah Ventures LLC, its general partner
No. of Shares: 4,117,647 By:_______________________________
Purchase Price: $1,400,000 Name:_____________________________
Title: ____________________________
Address:
c/o ICM Asset Management, Inc.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxx, Esq.
Closing Date: KOYAH PARTNERS, L.P.
By: Koyah Ventures LLC, its general partner
No. of Shares: 882,353 By:_______________________________
Purchase Price: $300,000 Name:_____________________________
Title: ____________________________
Address:
c/o ICM Asset Management, Inc.
000 Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxx, Esq.
Additional Closing Date: ______________________________________
XXXXX X. XXXXXXX
No. of Shares: 300,000 Address:
Purchase Price: $102,000
______________________________________
______________________________________
Additional Closing Date ______________________________________
XXXXXXX XXXXX
No. of Shares: 300,000 Address:
Purchase Price: $102,000
______________________________________
______________________________________
Additional Closing Date: ______________________________________
XXXXXXX XXXXXX
No. of Shares: 150,000 Address:
Purchase Price: $51,000
______________________________________
______________________________________
