EXHIBIT 10.1
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of February 1,
2007, is by and among Semotus Solutions, Inc., a Nevada corporation ("Company")
and XXXX XXXXXXXX AND XXXX X. XXXXXXXX, CO-TRUSTEES, KNEZEVIC FAMILY TRUST DATED
JUNE 30, 1992 ("Knezevic').
RECITALS
WHEREAS, pursuant to an Investment Agreement and Convertible Promissory
Note, dated as of February 1, 2007, among the Company and Knezevic, the Company
may issue a certain number of shares of common stock of the Company (the
"Company Shares") to Knezevic; and
WHEREAS, to induce Knezevic to execute and deliver the Investment Agreement
and Convertible Promissory Note, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended (the
"Securities Act"), and applicable state securities laws.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Company and Knezevic agree as
follows:
1. Definitions
(a) As used in this Agreement, the following terms shall have the
following meanings:
(i) "Exchange Act" means the United States Securities Exchange
Act of 1934, as amended.
(ii) "Register," "Registered," and "Registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering securities on a
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "Commission").
(iii) "Registrable Securities" means the Conversion Shares issued
or issuable to Knezevic pursuant to the Convertible Promissory Note, but in any
event no less than the maximum number of shares that can be issued under such
Convertible Promissory Note (i.e. 3,557,060 shares of Common Stock) and any
shares issued in respect of such shares and any other shares of Common Stock of
the Company issued as a dividend or other distribution with respect to, or in
exchange for or in replacement of, such shares.
(iv) "Registration Statement" means a registration statement of
the Company under the Securities Act that includes all of the Registrable
Securities.
(v) "Securities Act" means the United States Securities Act of
1933, as amended.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth in the Convertible Promissory Note.
2. REGISTRATION.
(a) MANDATORY REGISTRATION.
(i) Unless the Registration Statement as provided for in
paragraph 2(b) herein and which includes all of the Registrable Securities is
filed and not withdrawn by July 1, 2007, the Company shall file on or before
July 1, 2007 with the Commission a Registration Statement on Form S-3 (or any
successor form thereto) covering the registration for resales of the Registrable
Securities. (ii) The Company shall use its best efforts to file the required
Registration Statement as soon as possible and to cause the Registration
Statement to become effective as soon as possible thereafter. The Company shall
use best efforts to keep the Registration Statement (whether filed under
paragraph 2(a) herein or under paragraph 2(b) herein or otherwise under this
Agreement) effective pursuant to Rule 415 at all times until such date as is the
earlier of (the "REGISTRATION PERIOD") (A) the date on which all of the
Registrable Securities have been sold and (B) the date on which the Registrable
Securities (in the reasonable opinion of counsel to Knezevic) may be immediately
sold without restriction (including without limitation as to volume) without
registration under the Securities Act.
(b) PIGGYBACK REGISTRATION. If (but without any obligation to do so)
the Company proposes to register any of its common shares on a registration
statement (other than a registration relating solely to the sale of securities
to participants in a Company stock option plan), Company shall, at such time,
promptly give the Holder written notice of such registration. Upon the written
request of the Holder given within ten (10) days after mailing of such notice by
Company, Company shall use all best efforts to cause to be registered under the
Act all of the Registrable Securities that the Holder has requested to be
registered. Company shall have the right to terminate or withdraw any
registration initiated by it under this Section prior to the effectiveness of
such registration. The expenses of such withdrawn registration shall be borne by
Company.
(c) ELIGIBILITY FOR FORM S-3. The Company represents and warrants that
it meets all of the requirements for the use of Form S-3 for the Registration of
the sale by Knezevic and any transferee who purchases the Registrable
Securities, and the Company shall use best efforts to file all reports required
to be filed by the Company with the Commission in a timely manner, and shall
take such other actions as may be necessary to maintain such eligibility for the
use of Form S-3. or any successor form.
3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the
Registrable Securities, the Company shall do each of the following:
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(a) Prepare and file with the Commission the registration statements
required by Section 2 of this Agreement and such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectuses used in connection with the Registration Statement, each in such
form as to which Knezevic and his counsel shall not have objected, as may be
necessary to keep the Registration effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all of the
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in the Registration Statement;
(b) Notify Knezevic, if the Registrable Securities of Knezevic are
included in the Registration Statement, and his legal counsel identified to the
Company, promptly after the same is prepared and publicly distributed, filed
with the Commission, or received by the Company, of the availability on the
Internet, including the URL, the Registration Statement, each preliminary
prospectus, each final prospectus, and all amendments and supplements thereto
and such other documents, as Knezevic may reasonably request in order to
facilitate the disposition of his Registrable Securities;
(c) Furnish to Knezevic and his counsel copies of any correspondence
between the Company and the Commission with respect to any registration
statement or amendment or supplement thereto filed pursuant to this Agreement;
(d) Use all reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such other
securities or blue sky laws of such jurisdictions as Knezevic may reasonably
request, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times during the Registration Period and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions, provided that in connection therewith, the Company shall not be
required to qualify as a foreign corporation or to file a general consent to the
service of process in any jurisdiction;
(e) As promptly as practicable after becoming aware of such event,
notify Knezevic of the occurrence of any event of which the Company has
knowledge, as a result of which the prospectus included in the 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 in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and to use its best efforts to promptly prepare a
supplement or amendment to the Registration Statement or other appropriate
filing with the Commission to correct such untrue statement of omission, and to
deliver a number of copies of such supplement or amendment to Knezevic as
Knezevic may reasonably request;
(f) As promptly as practicable after becoming aware of such event,
notify Knezevic or his transferee who holds Registrable Securities being sold
(or, in the event of an
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underwritten offering, the managing underwriters) of the issuance by the
Commission of any stop order or other suspension of the effectiveness of the
Registration Statement at the earliest possible time, and to use its best
efforts to promptly obtain the withdrawal of such stop order or other suspension
of effectiveness;
(g) If the offering is underwritten, and the underwriter so requests,
to furnish on the date that Registrable Securities are delivered to the
underwriters for sale pursuant to such registration: (i) an opinion dated such
date of counsel representing the Company for the purposes of such registration,
addressed to the underwriters and to Knezevic in connection with such
underwriting, stating that such registration statement has become effective
under the Securities Act and that (A) to the best knowledge of such counsel, no
stop order suspending the effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or are pending or contemplated
under the Securities Act and (B) the registration statement, the related
prospectus and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the Securities Act (except that such
counsel need not express any opinion as to financial statements or other
financial data contained therein) and (ii) a letter dated such date from the
Company's independent public accountants addressed to the underwriters and to
such Purchaser, stating that they are independent public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration statement or
the prospectus, or any amendment or supplement thereof, comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, and such letter shall additionally cover such other financial matters
(including information as to the period ending no more than five business days
prior to the date of such letter) with respect to such registration as such
underwriters may reasonably request; and
(i) Cooperate with Knezevic to facilitate the timely preparation
and delivery of certificates for the Registrable Securities to be offered
pursuant to the Registration Statement and to enable such certificates for the
Registrable Securities to be in such denominations or amounts, as the case may
be, as Knezevic may reasonably request, and registered in such names as Knezevic
may request; and, within three business days after a Registration Statement
which includes Registrable Securities is ordered effective by the Commission,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
Knezevic) an appropriate instruction and opinion of such counsel.
4. OBLIGATIONS OF KNEZEVIC. In connection with the registration of the
Registrable Securities, Knezevic shall have the following obligations:
(a) Knezevic shall furnish to the Company such information regarding
himself, the Registrable Securities held by him, and the intended method of
disposition of the Registrable Securities held by him, as shall be reasonably
required to effect the registration of such Registrable Securities, and Knezevic
shall execute such documents in connection with such registration as the Company
may reasonably request. At least ten days prior to the first anticipated filing
date of the Registration Statement, the Company shall notify Knezevic of the
information the Company requires from Knezevic if Knezevic elects to have any of
his Registrable Securities included in the Registration Statement.
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(b) Upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(e) or 3(f) above, Knezevic will
immediately discontinue disposition of his Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until such
copies of the supplemented or amended prospectus contemplated by Section 3(e) or
3(f) shall be furnished to him.
5. EXPENSES OF REGISTRATION. All expenses, other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 3, including, without limitation, all
registration, listing, and qualification fees, printing and accounting fees, and
the fees and disbursements of counsel for the Company, shall be borne by the
Company.
6. INDEMNIFICATION. In the event any Registrable Securities are included in
a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify and
hold harmless Knezevic and his transferees and controlling persons of his
transferees and their respective successors and assigns (each, an "Indemnified
Person"), against any losses, claims, damages, liabilities or expenses (joint or
several) incurred (collectively, "Claims") to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
any post-effective amendment thereof or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances in which
they were made, not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the Commission) or the omission to state
therein any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state or foreign securities law or any
rule or regulation under the Securities Act, the Exchange Act or any state or
foreign securities law (the matters in foregoing clauses (i) through (iii)
being, collectively, "Violations"). The Company shall, subject to the provisions
of Section 6(b) below, reimburse the Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any legal and other costs,
expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise, including without limitation, the costs,
expenses and disbursements, as and when incurred, of investigating, preparing or
defending any such action, suit, proceeding or investigation (whether or not in
connection with litigation in which the Indemnified Person is a party), incurred
by him in connection with the investigation or defense of any such Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not (i) apply to any Claim
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement
thereto; (ii) with respect to any preliminary prospectus, inure to
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the benefit of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
in the final prospectus, as then amended or supplemented, if such final
prospectus was timely made available by the Company pursuant to Section 3(b)
hereof; (iii) be available to the extent that such Claim is based upon a failure
of the Indemnified Person to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by
the Company pursuant to Section 3(b) hereof; or (iv) apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Registrable Securities by Knezevic pursuant to Section 9. Each Indemnified
Person will indemnify the Company and its officers and directors against any
Claims arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company, by or on
behalf of the Indemnified Person, expressly for use in connection with the
preparation of the Registration Statement, subject to such limitations and
conditions are applicable to the Indemnification provided by the Company
pursuant to this Section 6 (for the purposes of such indemnification, the
Company and its officers and directors shall each be considered an "Indemnified
Person").
(b) Promptly after receipt by an Indemnified Person under this Section
6 of notice of the commencement of any action (including any governmental
action), such Indemnified Person shall, if a Claim in respect thereof is to be
made against any indemnifying party under this Section 6, 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
that the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person,
provided, however, that an Indemnified Person shall have the right to retain its
own counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding. In such event, the Company shall pay for only
one separate legal counsel for the Indemnified Person, and such legal counsel
shall be selected by the Indemnified Person. The failure to deliver written
notice to an indemnifying party within a reasonable time after the commencement
of any such action shall not relieve such indemnifying party of any liability to
the Indemnified Person under this Section 6, except to the extent that the
indemnifying party is materially prejudiced in its ability to defend such
action. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as such expense, loss, damage or liability is incurred and is due and
payable.
(c) No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Person, 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 Person of an unconditional and irrevocable release from all
liability in respect of such claim or litigation.
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(d) Notwithstanding the foregoing, to the extent that any provisions
relating to indemnification or contribution contained in the underwriting
agreements entered into among the Company, the underwriters and the Indemnified
Person in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in such underwriting agreements shall
be controlling as to the Registrable Securities included in the public offering;
provided, however, that if, as a result of this Section 6(d), the Indemnified
Person is or are held liable with respect to any Claim for which they would be
entitled to indemnification hereunder but for this Section 6(d) in an amount
which exceeds the aggregate proceeds received by them from the sale of
Registrable Securities included in a registration pursuant to such underwriting
agreement (the "Excess Liability"), the Company shall reimburse them for such
Excess Liability.
7. CONTRIBUTION. To the extent any indemnification by an indemnifying party
is prohibited or limited under applicable law, the indemnifying party agrees to
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage, liability or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the Indemnified Person on the other hand in connection with the
statements or omissions which resulted in such Claim, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
and the Indemnified Person shall be determined by reference to, among other
things, whether the untrue statement of a material fact or the omission to state
a material fact on which such Claim is based relates to information supplied by
the indemnifying party or by the Indemnified Person, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. Notwithstanding the forgoing, (a) no contribution
shall be made under circumstances where the payor would not have been liable for
indemnification under the fault standards set forth in Section 6, (b) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent misrepresentation and (c) contribution by any seller of
Registrable Securities shall be limited in amount to the net proceeds received
by such seller from the sale of such Registrable Securities. The Company and
Knezevic agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation (even if Knezevic and
any other party were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in this Section.
8. REPORTS UNDER EXCHANGE ACT.
(a) With a view to making available to Knezevic the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the Commission that may at any time permit Knezevic to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144;
(ii) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act; and
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(iii) furnish to Knezevic, so long as Purchaser owns Registrable
Securities, promptly upon request (i) a written statement by the Company that it
has complied with the reporting requirements of the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or periodic report of the
Company and such other reports and documents so filed by the Company and (iii)
such other information and take such actions as may be reasonably requested to
permit Knezevic to sell such securities pursuant to Rule 144 without
registration.
(b) Notwithstanding the forgoing, the Company will not be deemed to
have breached this Agreement pursuant to paragraph (a) above at any time at
which Knezevic may effect resales of all of the Registrable Securities pursuant
to one or more Registration Statements filed pursuant to this Agreement.
Upon the reasonable request of Knezevic, , the Company will (1) deliver to such
parties a written statement as to whether it has complied with such requirements
and will, at its expense, immediately upon the request of any such Holder,
deliver to such Holder a certificate, signed by the Company's principal
financial officer, stating (a) the Company's name, address and telephone number
(including area code), (b) the Company's Internal Revenue Service identification
number, (c) the Company's SEC file number, (d) the number of shares of each
class of capital stock outstanding as shown by the most recent report or
statement published by the Company, and (e) whether the Company has filed the
reports required to be filed under the Exchange Act for a period of at least
ninety (90) days prior to the date of such certificate and in addition has filed
the most recent annual report required to be filed thereunder and (2) remove any
restrictive legends on stock certificates, list such shares on the exchanges on
which such shares trade, and take such other action reasonably requested.
9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by Knezevic to any transferee of all or any portion of
the Company Shares held by Knezevic if: (a) Knezevic agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company within a reasonable time after such assignment; (b) the
Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (i) the name and address of such transferee or
assignee and (ii) the securities with respect to which such registration rights
are being transferred or assigned; and (c) at or before the time the Company
receives the written notice contemplated by clause (b) of this sentence, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained in this Agreement. In the event of any delay in filing
the Registration Statement as a result of such assignment, the Company shall not
be liable for any damages arising from such delay.
10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority in interest of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each holder and the Company.
11. MISCELLANEOUS.
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(a) A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of the
instructions, notice or election received from the registered owner of such
Registrable Securities.
(b) Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free
transmission) or two business days following deposit of such notice with a
nationally recognized courier service, with postage prepaid and addressed to
each of the other parties thereunto entitled at the following addresses, or at
such other addresses as a party may designate by ten days advance written notice
to each of the other parties hereto.
COMPANY: SEMOTUS SOLUTIONS, INC.
000 Xxxxxxxxxx Xxx., Xxxxx 000
Xxx Xxxxx, XX 00000
ATTN: Xxxx Xxxxxx. Esq.
Facsimile: (000) 000-0000
KNEZEVIC: Xxxx Xxxxxxxx, Trustee
Knezevic Family Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
949) 719-1192
With a copy to : Xxxx Xxxxxxx
Xxxxxxx & Swartz19800 XxxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Fax: 000 000 0000
(c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California, except for provisions with respect to
internal corporate matters of the Company which shall be governed by the
corporate laws of the State of Nevada. This Agreement may be signed by facsimile
and in one or more counterparts, each of which shall be deemed an original. The
headings of this Agreement are for convenience of reference and shall not
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form part of, or affect the interpretation of, this Agreement. If any provision
of this Agreement shall be invalid or unenforceable in any jurisdiction, such
validity or unenforceability shall not affect the validity or enforceability of
the remainder of this Agreement or the validity or enforceability of this
Agreement in any other jurisdiction. Subject to the provisions of Section 11
hereof, this Agreement may be amended only by an instrument in writing signed by
the party to be charged with enforcement.
(e) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth, or referred to
herein and in the Agreement of Merger. This Agreement supersedes all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof.
(f) Subject to the requirements of Section 10 hereof, this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
(g) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed.
COMPANY
SEMOTUS SOLUTIONS, INC.
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx
Title: CEO
PURCHASER
Knezevic Family Trust dated June 30, 1992
/s/ Xxxx Xxxxxxxx, Co-Trustee
---------------------------------
Xxxx Xxxxxxxx, Co-Trustee
/s/ Xxxx X. Xxxxxxxx, Co-Trustee
---------------------------------
Xxxx X. Xxxxxxxx, Co-Trustee
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