COMMON STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”)
is
dated as of August 31, 2005, by and among HARBIN ELECTRIC, INC., a Nevada
corporation (the “Company”),
Xx.
Xxxx Fu Xxxx, a resident of Heilongjiang Province, PRC (the “Executive”),
and
each of the entities whose names appear on the signature pages hereof. Such
entities are, individually, referred to herein as a “Purchaser”
and,
collectively, as the “Purchasers.”
WHEREAS,
the
Company wishes to sell to the Purchasers, and the Purchasers wish to purchase,
on the terms and subject to the conditions set forth in this Agreement, an
aggregate of up to 1,600,000 shares of the Company’s Common Stock, par value
$0.00001 (the “Shares”),
at a
price of $3.00 per share;
WHEREAS,
the
Company wishes to grant to the Purchasers, and the Purchasers wish to accept,
on
terms and subject to the conditions set forth in this Agreement, the option
to
purchase an aggregate of up to 480,000 Shares, at a price of $3.50 per share;
WHEREAS,
the
Executive wishes to make certain personal guarantees with respect to the
performance of the Company, all in accordance with the terms and conditions
hereinafter provided;
WHEREAS,
the
sale of the Shares by the Company to the Purchasers will be effected in reliance
upon the exemption from securities registration afforded by the provisions
of
Regulation D (“Regulation
D”),
as
promulgated by the Commission under the Securities Act; and
WHEREAS,
the
Company has agreed to effect the registration of the Shares under the Securities
Act of 1933, as amended (the “Securities
Act”),
pursuant to a certain Registration Rights Agreement of even date (the
“Registration
Rights Agreement”),
by
and between the Company and the Purchasers, in substantially the form attached
hereto as Exhibit
“A”.
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each Purchaser hereby agree as
follows:
1. DEFINED
TERMS.
When
used herein, the following terms shall have the respective meanings
indicated:
“Business
Day”
means
any day on which the commercial banks in the Untied States are open for
business.
“Commission”
means
the Securities and Exchange Commission.
“Common
Stock”
means
the common stock of the Company, par value $0.00001.
“Exchange
Act”
means
the Shares Exchange Act of 1934, as amended (or any successor act), and the
rules and regulations thereunder (or respective successors
thereto).
“Material
Adverse Effect”
means
an effect that has material and adverse consequences on (i) the consolidated
business, operations, properties, financial condition, or results of operations
of the Company and its Subsidiaries taken as a whole or (ii) the ability of
the
Company to perform its obligations under this Agreement.
“Net
Income”
shall
have the meaning set forth in Section 3.3 of this Agreement.
“Subsidiaries”
means
Advanced Electric Motors, a Delaware corporation and wholly-owned subsidiary
of
the Company, and Tech Full Electric Co., Ltd., a Chinese company and
wholly-owned subsidiary of Advanced Electric Motors.
“Trading
Day”
shall
mean any day on which the Common Stock is purchased and sold on the principal
market on which the Common Stock is then listed or traded.
“Transaction
Documents”
means
this Agreement and the Registration Rights Agreement.
2. PURCHASE
AND SALE OF SHARES; PURCHASE PRICE.
2.1 Sale
and Purchase of Shares.
Upon
the terms and subject to the conditions set forth herein, the Company agrees
to
sell and each Purchaser agrees to purchase an aggregate of up to 1,600,000
Shares for the Purchase Price set out in Section 2.3, which Purchase Price
shall
be paid in cash in accordance with Section 2.4.
2.2 Closing;
Closing Date.
The
date on which the closing of the purchase and sale of the Shares occurs (the
“Closing”)
is
hereinafter referred to as the “Closing
Date”.
Subject to the satisfaction or waiver of the conditions set forth herein, the
Closing will be deemed to occur when (a) this Agreement and the other
Transaction Documents have been executed and delivered by, respectively, the
Company and each Purchaser (which delivery may be effected by facsimile
transmission), and (b) full payment of each Purchaser’s Purchase Price has been
made by such Purchaser by wire transfer of immediately available funds to an
account designated by the Company against physical delivery by the Company
of
duly executed certificates representing the Shares purchased by such Purchaser.
A different Closing may occur for each Purchaser. The Company reserves the
right
to reject any offer to purchase the Shares.
2.3 Purchase
Price.
As
consideration for the sale of the Shares to the Purchasers, the Purchasers
shall
pay collectively an aggregate purchase price of $4,800,000. This sum, as it
may
be adjusted pursuant to this Agreement, is the “Purchase
Price.”
The
portion of the Purchase Price to be paid by each Purchaser (the “Closing
Amount”)
is set
fort beneath each Purchaser’s signature on the signature page hereto.
2.4 Payment
of the Purchase Price.
The
Purchasers shall, on the Closing Date, transfer to the designated bank account,
by wire transfer of immediately available funds no later than 2:00 in the
afternoon (New York time) the Closing Amount, as follows:
Bank:
SHANGHAI PUDONG DEVELOPMENT BANK HARBIN BRANCH
Bank
Address: Xx.000 Xxxxxxx Xxxx, Xxxxxxx District, Post Code 150090,
Harbin,
Heilongjiang Province, China
2
Swift
Bic: XXXXXXXX000
Beneficiary:
Harbin Tech.Full Electric Co., Ltd.
Credit
A/C No.:65011455300000072
You
may
choose anyone from our correspondent U.S.D. settling banks:
1.
Bank
of America N.A. New York (SWIFT BIC:XXXXXX0X)
2.
Citi
Bank N.A. New York (SWIFT BIC:XXXXXX00)
3.
American Express Bank (SWIFT BIC:XXXXXX00)
4.
SWIFT:
XXXXXX00XXX
3. POST-CLOSING
ADJUSTMENTS TO PURCHASE PRICE.
3.1 Escrow.
As soon
as practicable, but in any event within 45 days after the Closing Date, the
Executive shall transfer 480,000 Shares (the “Escrow
Amount”),
personally owned by him, into an escrow (the “Escrow
Account”)
with
an escrow company (the “Escrow
Agent”).
3.2 2005
Performance Guaranty.
The
Company shall deliver the audited consolidated financial statements for the
Company, prepared in accordance with GAAP, for the year ended December 31,
2005
(the “2005
Financial Statements”)
to the
Purchasers on or before April 30, 2006. If the 2005 Net Income (as derived
from
the audited 2005 Financial Statements) is less than $9,400,000 (the
“2005
Threshold Amount”),
then
the Escrow Agent shall transfer 240,000 Shares from the Escrow Account and
distribute such Shares to the Purchasers in the aggregate, and to each
Purchaser, in the same proportion as each Purchaser’s Closing Amount bears to
the aggregate Purchase Price.
3.3 2006
Performance Guaranty.
The
Company shall deliver the audited consolidated financial statements for the
Company, prepared in accordance with GAAP, for the year ended December 31,
2006
(the “2006
Financial Statements”)
to the
Purchasers on or before April 30, 2007 (the “Final
Adjustment Determination Date”).
If
the 2006 Net Income (as derived from the audited 2006 Financial Statements)
is
less than $12,400,000 (the “2006
Threshold Amount”),
then
the Escrow Agent shall transfer 240,000 Shares from the Escrow Account and
distribute such Shares to the Purchasers in the aggregate, and to each
Purchaser, in the same proportion as each Purchaser’s Closing Amount bears to
the aggregate Purchase Price.
3.4 Release
of Escrow.
As soon
as practicable, but in any event within 45 days after the Final Adjustment
Determination Date, the Escrow Agent shall release to the Executive the Escrow
Amount to the extent not previously applied by the Escrow Agent as necessary
to
satisfy the performance guarantees of this Article 3.
3.5 GRANT
OF OPTION.
Simultaneous with the Closing, the Company shall grant Options to the Purchasers
pursuant to certain Stock Option Agreements (the “Option
Agreements”)
by and
between the Company and each Purchaser individually, in substantially the form
attached hereto as Exhibit
“B”.
3
4. REPRESENTATIONS
AND WARRANTIES OF EACH PURCHASER.
Each
Purchaser hereby makes the following representations and warranties to the
Company and agrees with the Company that, as of the date of this Agreement
and
as of the date of each Closing:
4.1 Authorization;
Enforceability.
Such
Purchaser is duly and validly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization as
set
forth below such Purchaser’s name on the signature page hereof with full power
and authority to purchase the Shares and to execute and deliver this Agreement.
This Agreement constitutes such Purchaser’s valid and legally binding
obligation, enforceable in accordance with its terms, except as such enforcement
may be limited by (i) applicable bankruptcy, insolvency, reorganization or
other
laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity.
4.2 Accredited
Investor.
Such
Purchaser is an accredited investor as that term is defined in Rule 501 of
Regulation D, and is acquiring the Shares solely for its own account as a
principal and not with a present view to the public resale or distribution
of
all or any part thereof, except pursuant to sales that are exempt from the
registration requirements of the Securities Act and/or sales registered under
the Securities Act; provided, however, that in making such representation,
such
Purchaser does not agree to hold the Shares for any minimum or specific term
and
reserves the right to sell, transfer or otherwise dispose of the Shares at
any
time in accordance with the provisions of this Agreement and with Federal and
state securities laws applicable to such sale, transfer or
disposition.
4.3 Information.
The
Company has provided such Purchaser with information regarding the business,
operations and financial condition of the Company and its Subsidiaries, and
has
granted to such Purchaser the opportunity to ask questions of and receive
answers from representatives of the Company, its officers, directors, employees
and agents concerning the Company and its Subsidiaries and materials relating
to
the terms and conditions of the purchase and sale of the Shares hereunder.
Neither such information nor any other investigation conducted by such Purchaser
or any of its representatives shall modify, amend or otherwise affect such
Purchaser’s right to rely on the Company’s representations and warranties
contained in this Agreement.
4.4 Limitations
on Disposition.
Such
Purchaser acknowledges that, except as provided in the Registration Rights
Agreement, the Shares have not been and are not being registered under the
Securities Act and may not be transferred or resold without registration under
the Securities Act or unless pursuant to an exemption therefrom.
4.5 Legend.
Such
Purchaser understands that the certificates representing the Shares may bear
at
issuance a restrictive legend in substantially the following form:
“The
Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state, and
may
not be offered or sold unless a registration statement under the Securities
Act
and applicable state securities laws shall have become effective with regard
thereto, or an exemption from registration under said Securities Act and
applicable state securities laws is available in connection with such offer
or
sale.”
4
4.6 Reliance
on Exemptions.
Such
Purchaser understands that the Shares are being offered and sold to it in
reliance upon 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 and warranties of such Purchaser
set forth in this Section 2 in order to determine the availability of such
exemptions and the eligibility of such Purchaser to acquire the
Shares.
4.7 Non-Affiliate
Status; Common Stock Ownership.
Such
Purchaser is not an affiliate or an associate (as such terms are defined in
Rule
12b-2 promulgated under the Exchange Act) of the Company or of any other
Purchaser and is not acting in association or concert with any other Purchaser
in regard to its purchase of Shares or otherwise in regard to the Company.
Such
Purchaser’s investment in Shares is not for the purpose of acquiring, directly
or indirectly, control of, and it has no intent to acquire or exercise control
of, the Company or to influence the decisions or policies of the Company's
Board
of Directors.
5. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.
The
Company hereby makes the following representations and warranties to each
Purchaser and agrees with each Purchaser that, as of the date of this Agreement
and as of the date of the Closing:
5.1 Organization,
Good Standing and Qualification.
Each of
the Company and its Subsidiaries is duly organized, validly existing and in
good
standing under the laws of the jurisdiction of its incorporation or organization
and has all requisite power and authority to carry on its business as now
conducted. Each of the Company and its Subsidiaries is duly qualified to
transact business and is in good standing in each jurisdiction in which the
failure so to qualify has had or would reasonably be expected to have a Material
Adverse Effect.
5.2 Authorization;
Consents.
The
Company has the requisite corporate power and authority to enter into and
perform its obligations under the Transaction Documents, to issue and sell
the
Shares to the Purchasers in accordance with the terms hereof. All corporate
action on the part of the Company necessary for the authorization, execution
and
delivery of, and the performance by the Company of its obligations under, the
Transaction Documents has been taken, and no further consent or authorization
of
the Company, its Board of Directors, its stockholders, any governmental agency
or organization (other than such approval as may be required under the
Securities Act and applicable state securities laws in respect of the
Registration Rights Agreement), or any other person or entity is
required.
5.3 Enforcement.
Each of
the Transaction Documents constitutes the valid and legally binding obligation
of the Company, enforceable in accordance with its terms, except as such
enforcement may be limited by (i) applicable bankruptcy, insolvency,
reorganization or other laws of general application relating to or affecting
the
enforcement of creditors’ rights generally and (ii) general principles of
equity.
5.4 Disclosure
Documents.
The
Company has filed with the Commission reports on Form 8-K on January 13, January
27, March 3, and May 12, 2005, Form 8-K/A on March 4, 2005, Form 10-QSB on
May
13, 2005, Form 8-K on July 6, 2005, and Form 10-QSB on August 15, 2005
(collectively, the “Disclosure
Documents”).
As of
the date of such filing, the Disclosure Documents did not contain an untrue
statement of material fact or omit to state a 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. As of their respective
dates, the financial statements of the Company included in the Disclosure
Documents have been prepared in accordance with generally accepted accounting
principles consistently applied at the times and during the periods involved.
5
5.5 Due
Authorization; Valid Issuance.
The
Shares are duly authorized and, when issued, sold and delivered in accordance
with the terms hereof, (i) will be duly and validly issued, fully paid and
non-assessable, and (ii) based in part upon the representations of each
Purchaser in this Agreement, will be issued, sold and delivered in compliance
with all applicable Federal and state securities laws.
5.6 No
Conflict with Other Instruments.
Neither
the Company nor any of its Subsidiaries is in violation of any provisions of
its
charter, bylaws or any other governing document or in default (and no event
has
occurred which, with notice or lapse of time or both, would constitute a
default) under any provision of any instrument or contract to which it is a
party or by which it is bound, which has had or would reasonably be expected
to
have a Material Adverse Effect. The (i) execution, delivery and performance
of
the Transaction Documents and (ii) consummation of the transactions contemplated
hereby and thereby (including without limitation, the issuance of the Shares)
will not result in any such violation or be in conflict with or constitute,
with
or without the passage of time and giving of notice, either a default under
any
such provision, instrument or contract or an event which results in the creation
of any encumbrance upon any assets of the Company or of any of its Subsidiaries
or the triggering of any preemptive or anti-dilution rights or rights of first
refusal or first offer, or any other rights that would allow or permit the
holders of the Company’s shares to purchase shares of Common Stock or other
shares of the Company.
5.7 Financial
Condition.
The
Company and its Subsidiaries’ financial condition on a consolidated basis is, in
all material respects, as described in the Disclosure Documents, except for
changes in the ordinary course of business and changes that are not, in the
aggregate, materially adverse to the consolidated business or financial
condition of the Company and its Subsidiaries taken as a whole. Except as
otherwise described in the Disclosure Documents, there has been no material
adverse change to the Company’s and Subsidiaries’ business, operations,
properties, financial condition, prospects or results of operations since the
date of the financial statements contained in the Disclosure
Documents.
5.8 Disclosure.
No
written statement, information, report, representation or warranty made by
the
Company in any Transaction Document or furnished to such Purchaser by or on
behalf of the Company in connection with (i) the Transaction Documents, (ii)
any
transaction contemplated hereby or thereby, or (iii) such Purchaser’s due
diligence investigation of the Company contains any untrue statement of a
material fact or omits to state any material fact necessary to make the
statements herein or therein, in light of the circumstances in which made,
not
misleading.
6
| 6. |
COVENANTS
OF THE COMPANY.
|
6.1 The
Company agrees with each Purchaser that it will, following the
Closing:
(a) subject
to constraints that may from time to time exist by law, including the provisions
of the Securities Act and the Exchange Act and the regulations promulgated
thereunder, cause its management, upon request of any of the Purchasers, to
conduct quarterly conference calls with the Purchasers to discuss financial
results and the operations of the Company;
(b) retain
research, investor relations professionals to assist in the dissemination of
the
Company’s financial results;
(c) on
a best
effort basis, have management conduct marketing trips to the U.S. at least
once
a year to meet with both current and potential investors to discuss the
Company’s current development and future prospects;
(d) on
a
reasonable effort basis, participate in investors conferences in the U.S. when
the opportunity arises; and
(e) apply
to
list its securities on the NASDAQ Small Cap Market as soon as it becomes
qualified.
6.2 Use
of
Proceeds.
The
Company shall use the net proceeds from the sale of the Shares for general
corporate purposes. The Company expects to use the net proceeds for develop
and
manufacture the liner motor used in generator control-box switch servo,
automated three-dimensional warehouse and logistical line, the allocation were
as follows:
(a) $2
million for expansion of production capacity;
(b) $1
million for research and development;
(c) $0.25
million for the certification process for new products; and
(d) the
balance will be used for general working capital, including the employment
of
additional personnel, raw materials, market development and sales.
| 7. |
MISCELLANEOUS.
|
7.1 Amendment;
Waiver.
Any
provision of this Agreement may be amended or waived only pursuant to a written
instrument executed by the Company and each Purchaser. Any amendment or waiver
affected in accordance with this paragraph shall be binding upon each Purchaser
and the Company. The failure of any party to exercise any right or remedy under
this Agreement or otherwise, or the delay by any party in exercising such right
or remedy, shall not operate as a waiver thereof.
7.2 Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall be deemed one and the same instrument.
This Agreement, once executed by a party, may be delivered to any other party
hereto by facsimile transmission.
7
7.3 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York applicable to contracts made and to be performed entirely
within the State of New York.
7.4 Binding
Effect; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. This Agreement is not assignable by
either party without the prior written consent of the other party.
7.5 Usage.
For
purposes of this Agreement, except as otherwise expressly provided:
(a) all
pronouns and any variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require;
(b) all
terms
defined in this Agreement in their singular or plural forms have correlative
meanings when used herein in their plural or singular forms,
respectively;
(c) unless
otherwise expressly provided, the words “include,” “includes” and “including” do
not limit the preceding words or terms and shall be deemed to be followed by
the
words “without limitation” or “but not limited to,” as applicable;
(d) all
accounting terms not otherwise defined in this Agreement have the meaning
assigned to them in accordance with GAAP;
(e) the
words
“herein”, “hereof” and “hereunder” and other words of similar import as used in
this Agreement refer to the Agreement as a whole and not to any particular
Article, Section or other subdivision;
(f) all
references to “dollars” or “$” are U.S. dollars; and
(g) all
references to “this Agreement” or to the “Preamble” or “any “Recital,”
“article,” “Section.,” “Annex,” or “Schedule” in this Agreement are to this
Agreement itself or to the Preamble, recital, Article, Section, Annex, or
Schedule to or of this Agreement, unless otherwise indicated.
7.6 Articles
and Sections.
All
references herein to Articles and Sections shall be deemed references to such
parts of this Agreement, unless the context shall otherwise require. The Article
and Section headings in this Agreement are for reference only and shall not
affect the interpretation of this Agreement.
7.7 Interpretation.
The
parties acknowledge and agree that (a) each party and its counsel reviewed
and
negotiated the terms and provisions of this Agreement and have contributed
to
its revision, (b) the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the
interpretation of this Agreement, and (c) the terms and provisions of this
Agreement shall be construed fairly as to all parties, regardless of which
party
was generally responsible for the preparation of this Agreement. Any Law defined
or referred to herein (or in any agreement or instrument that is referred to
herein) means such Law as, from time to time, may be amended, modified or
supplemented, including (in the case of statutes) by succession of comparable
successor statutes. References to a Person also refer to its predecessors and
permitted successors and assigns.
8
7.8 Severability
of Provisions.
If any
provision or any portion of any provision of this Agreement shall be held
invalid or unenforceable, the remaining portion of such provision and the
remaining provisions of this Agreement shall not be affected thereby. If the
application of any provision or any portion of any provision of this Agreement
to any Person or circumstance shall be held invalid or unenforceable, the
application of such provision or portion of such provision to Persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby.
7.9 No
Personal Liability.
Except
as set forth in Section 3.1 herein, this Agreement (and each agreement,
certificate and instrument delivered pursuant hereto) shall not create or be
deemed to create or permit any personal liability or obligation on the part
of
any officer, director, employee, agent, representative or investor of any party
hereto.
7.10 Counterparts.
This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all, of the parties hereto.
9
IN
WITNESS WHEREOF,
the
undersigned have executed this Agreement as of the date first-above
written.
The
Company:
By:
/s/
Tian
Fu Yang
Name: Tian
Fu
Yang
Title: CEO
Purchasers:
|
Lake
Street Fund, L.P.
By:/s/ Xxxxx
X. Xxxx
Name: Xxxxx
X. Xxxx
Title: Investment
Manager
President
FWSM
Number
of Shares: 533,333
Purchase
Price: $1,599,999
|
Xxxx
X. Xxxxxx & Xxxx X. Xxxxxx XX-WROS
By:/s/ Xxxx
X. Xxxxxx
Name: Xxxx
X. Xxxxxx
By:
/s/ Xxxx
X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Number
of Shares: 200,000
Purchase
Price: $600,000
|
|
Xxxx
X. Xxxxxx & Xxxx
By:
/s/ Xxxx
X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Number
of Shares: 75,660
Purchase
Price: $226,980
|
Xxxxx
Xxxx
By:
/s/ Xxxxx
X. Xxxx
Name: Xxxxx
X. Xxxx
Number
of Shares: 13,333
Purchase
Price: $39,999
|
10
|
Xxxxxx
Xx
By:
/s/ Xxxxxx
Xx
Name: Xxxxxx
Xx
Number
of Shares: 13,000
Purchase
Price: $39,000
|
Xxx
Xxx Lu
By:/s/ Xxx
Xxx Lu
Name: Xxx
Xxx Lu
Number
of Shares: 13,000
Purchase
Price: $39,000
|
|
J.
Xxxxx Xxxxx
By:
/s/ J.
Xxxxx Xxxxx
Name: J.
Xxxxx Xxxxx
IRS
Rollover
Number
of Shares: 33,333
Purchase
Price: $99,999
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R.
Xxxxx Xxxxxxx
By:
/s/ R.
Xxxxx Xxxxxxx
Name: R.
Xxxxx Xxxxxxx
Number
of Shares: 10,000
Purchase
Price: $30,000
|
|
Midsouth
Investor Fund LP
By:/s/ Xxxxx
X. Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: General
Partner
Number
of Shares: 266,667
Purchase
Price: $800,000
|
Xxxxx
X. Xxxxxxx
By:
/s/ Xxxxx
X. Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Number
of Shares: 66,667
Purchase
Price: $200,000
|
|
Xxxxx
Xxx
By:/s/ Xxxxx
Xxx
Name: Xxxxx
Xxx
Number
of Shares: 200,000
Purchase
Price: $600,000
|
Lighthouse
Consulting Limited
By:
/s/ Bai
Ye Feng
Name: Bai
Ye Feng
Title: Director
Number
of Shares: 66,667
Purchase
Price: $200,001
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11
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Xxxxxxx
X. Xxxxx
By:/s/ Xxxxxxx
X. Xxxxx
Name: Xxxxxxx X. Xxxxx Number
of Shares: 8,334
Purchase
Price: $25,002
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Xxxxxxx
X. Xxxxx “S”
By:/s/ Xxxxxxx
X. Xxxxx “S”
Name: Xxxxxxx
X. Xxxxx “S”
Number
of Shares: 8,334
Purchase
Price: $25,002
|
|
Xxxxxxxxx
X. Xxxxx “S”
By:/s/ Xxxxxxxxx
X. Xxxxx “S”
Name: Xxxxxxxxx X. Xxxxx “S” Number
of Shares: 8,334
Purchase
Price: $25,002
|
Xxxxxxx
X. Xxxxx “S”
By:/s/ Xxxxxxx
X Xxxxx “S”
Name: Xxxxxxx
X. Xxxxx “S”
Number
of Shares: 8,334
Purchase
Price: $25,002
|
|
Domaco
Venture Capital Fund
By:/s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: General
Partner
Number
of Shares: 8,334
Purchase
Price: $25,002
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Xxxxxxxxx
Xxxxx #2 Trust
By:
/s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Trustee
By:
/s/ Xxxxxxxxx
Xxxxx
Name: Xxxxxxxxx
Xxxxx
Title: Trustee
Number
of Shares: 8,334
Purchase
Price: $25,002
|
|
Xxxxxx
X. Xxxxx
By:/s/ Xxxxxx
X. Xxxxx
Name: Xxxxxx
X. Xxxxx
Number
of Shares: 8,334
Purchase
Price: $25,002
|
Xxxxxx
X. Xxxxxx
By:
/s/ Xxxxxx
X. Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Number
of Shares: 8,334
Purchase
Price: $25,002
|
12
|
Xxxx
Investments N.V.
By:/s/ Xxxxxxx
X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Managing
Partner
Number
of Shares: 8,334
Purchase
Price: $25,002
|
RL
Capital Partners, L.P.
By:
/s/ Xxxxxx
X. Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: Managing
Member
Number
of Shares: 33,334
Purchase
Price: $100,002
|
