Exhibit 99.3 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") the undersigned hereby agree to the joint filing on behalf of each of...Joint Filing Agreement • August 27th, 2020 • Atlas Technical Consultants, Inc. • Services-management consulting services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Atlas Technical Consultants, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to bel
EXHIBIT 99.1 JOINT FILING AGREEMENT APRIL 29, 2008Joint Filing Agreement • April 29th, 2008 • Spangenberg Christian • Services-advertising
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of...Joint Filing Agreement • September 13th, 2023 • Nuveen Municipal Credit Income Fund • National commercial banks
as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.
EXHIBIT 99.1 ------------ CONTINUATION SHEET Explanation of Responses (1) Pursuant to a Note Purchase Agreement, dated as of June 25, 2004, by and among Micro Therapeutics, Inc. (the "Company"), Warburg, Pincus Equity Partners, L.P., a Delaware...Exhibit 99 • June 29th, 2004 • Warburg Pincus & Co • Surgical & medical instruments & apparatus
EXHIBIT 99.2 JOINT FILING AGREEMENTJoint Filing Agreement • November 3rd, 2021 • Lands' End, Inc. • Retail-family clothing stores
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EXHIBIT 99.2 JOINT FILING AGREEMENT October 1, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing,...Joint Filing Agreement • October 1st, 2021 • Autonation, Inc. • Retail-auto dealers & gasoline stations
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENT March 4, 2020Joint Filing Agreement • March 4th, 2020 • Bsquare Corp /Wa • Services-business services, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing,and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2017 • Globalscape Inc • Services-prepackaged software
Exhibit 99 The Onae Trust is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain...Onae Trust • October 12th, 2012 • Services-computer programming services
The Onae Trust is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain conditions, that (i) New Mountain Partners II, L.P. is entitled to elect up to a majority of the members of the board of directors of the issuer, depending upon the percentage of outstanding common stock and Class A common stock of the issuer held by New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., and Allegheny New Mountain Partners, L.P. (collectively, the "New Mountain Funds") (subject to the right of Allegheny New Mountain Partners, L.P. to designate one director in lieu of a director designated by New Mountain Partners II, L.P.); and (ii) the deLaski Shareholders (as described below) are entitled to designate up to two members of the board of directors of the issuer, depending on the percentage of outstanding common stock
JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Form 4 to which...Joint Filing Agreement • August 16th, 2007 • Freedom Acquisition Holdings, Inc. • Investment advice
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Form 4 to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
FootnotesFootnotes • January 7th, 2010 • Pierce Diversified Strategy Master Fund, LLC • Services-prepackaged software
EXHIBIT A JOINT FILING UNDERTAKINGJoint Filing • March 30th, 2011 • Greek Investments Inc • Retail-apparel & accessory stores
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Form 4 to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Form, as it may be amended, jointly on behalf of such parties.
EXHIBIT A JOINT FILING UNDERTAKINGJoint Filing Undertaking • January 28th, 2011 • Greek Investments Inc • Retail-apparel & accessory stores
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Form 4 to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Form, as it may be amended, jointly on behalf of such parties.
CB RICHARD ELLIS REALTY TRUST 2004 EQUITY INCENTIVE PLAN SHARE AWARD AGREEMENT --------------------- AGREEMENT by and between CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the "Company") and Charles E. Black (the "Grantee"),...Share Award Agreement • June 21st, 2011 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Maryland
Exhibit 99.2 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 4th day of May 2005, by and among Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya...Joint Filing Agreement • May 4th, 2005 • Helu Carlos Slim • Retail-department stores
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 4th day of May 2005, by and among Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inmobiliaria Carso, S.A. de C.V. and Orient Star Holdings LLC.
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2012 • Harborview Value Master Fund, L.P. • Surgical & medical instruments & apparatus
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
Exhibit 99.1 ------------ Continuation SheetProxim Corp • August 3rd, 2004 • Communications equipment, nec
Note (1): Pursuant to that certain Securities Purchase Agreement, dated as of July 27, 2004, by and among WP VIII, the other purchasers named therein and the Company (the "Purchase Agreement"), on July 30, 2004, Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"), surrendered for cancellation the Subordinated Secured Promissory Note in an aggregate principal amount of $26,000,000 (the "Subordinated Note") that it had purchased from Proxim Corporation (the "Company") on October 21, 2003 and the Senior Secured Promissory Note in an aggregate principal amount of $8,666,667 (the "Senior Secured Note") that it had purchased from the Company on December 19, 2003, in exchange for 425, 186 shares of the Series B Convertible Preferred Stock (the "Series B Preferred Stock") of the Company. The Subordinated Note and the Senior Note were each purchased pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement (the "2003 Purchase Agree
LIMITED POWER OF ATTORNEYLimited Power of Attorney • March 23rd, 2010 • Anderson BAMM Holdings LLC • Retail-miscellaneous shopping goods stores
The undersigned owner of record of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Books-A-Million, Inc. (“BAM”) and party to that certain Group Administration Agreement, dated April 9, 2007, by and among Abroms & Associates, P.C., an Alabama professional corporation, and the Group Shareholders identified therein, hereby constitutes and appoints each of Martin R. Abroms, CPA, Barry Jacobs, CPA and Cornelia Heflin, CPA, signing singly, the undersigned’s true and lawful attorney-in-fact to:
Additional InformationAdditional Information • September 17th, 2004 • Simmons Harold C • Personal credit institutions
Valhi Group, Inc. (“VGI”), National City Lines, Inc. (“National”), Contran Corporation (“Contran”), the Harold Simmons Foundation, Inc. (the “Foundation”), the CDCT No. 2 and The Combined Master Retirement Trust (the “CMRT”) are the direct holders of approximately 77.6%, 9.1%, 3.4%, 0.9%, 0.4% and 0.1%, respectively, of the outstanding common stock of Valhi, Inc. (“Valhi”). National, NOA, Inc. (“NOA”) and Dixie Holding Company (“Dixie Holding”) are the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding common stock of VGI. Contran and NOA are the direct holders of approximately 85.7% and 14.3%, respectively, of the outstanding common stock of National. Contran and Southwest Louisiana Land Company, Inc. (“Southwest”) are the direct holders of approximately 49.9% and 50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice Agricultural Corporation, Inc. (“Dixie Rice”) is the direct holder of 100% of the outstanding common stock of Dixi
ContractTremont • August 26th, 2004 • Simmons Harold C • Secondary smelting & refining of nonferrous metals
Tremont LLC (“Tremont”), The Combined Master Retirement Trust (the “CMRT”), Harold C. Simmons’ spouse and Valhi, Inc. (“Valhi”) are the holders of approximately 39.7%, 11.8%, 6.3% and 1.2% of the outstanding common stock of the issuer. The ownership of Mr. Simmons’ spouse is based on the 1,600,000 6-5/8% Convertible Preferred Securities, Beneficial Unsecured Convertible Securities of TIMET Capital Trust 1 (the “BUCS”) that she directly owns, which are convertible into 214,240 shares of the issuer’s common stock. The ownership of Valhi includes 1,968 shares of the issuer’s common stock that Valhi has the right to acquire upon conversion of 14,700 BUCS that Valhi directly holds. The percentage ownership of the issuer’s common stock held by Mr. Simmons’ spouse and Valhi assumes the full conversion of only the BUCS owned by Mr. Simmons’ spouse and Valhi, respectively.
Exhibit 99 ----------Raab Simon • July 6th, 2004 • Measuring & controlling devices, nec
JOINT FILING AGREEMENT November 25, 2011Joint Filing Agreement • November 28th, 2011 • MSD Capital L P • Wholesale-durable goods
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
Exhibit 99 The Daphne Jean deLaski Irrevocable Trust is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things...Daphne Jean DeLaski Irrevocable Trust • October 12th, 2012 • Services-computer programming services
The Daphne Jean deLaski Irrevocable Trust is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain conditions, that (i) New Mountain Partners II, L.P. is entitled to elect up to a majority of the members of the board of directors of the issuer, depending upon the percentage of outstanding common stock and Class A common stock of the issuer held by New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., and Allegheny New Mountain Partners, L.P. (collectively, the "New Mountain Funds") (subject to the right of Allegheny New Mountain Partners, L.P. to designate one director in lieu of a director designated by New Mountain Partners II, L.P.); and (ii) the deLaski Shareholders (as described below) are entitled to designate up to two members of the board of directors of the issuer, depending on the percentage
EXHIBIT A JOINT FILING UNDERTAKINGJoint Filing • June 19th, 2009 • Greek Investments Inc • Retail-home furniture, furnishings & equipment stores
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Form 4 to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Form, as it may be amended, jointly on behalf of such parties.
ContractGossett Al • December 8th, 2015 • Apparel & other finishd prods of fabrics & similar matl
As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among Sequential Brands Group, Inc. (f/k/a Singer Madeline Holdings, Inc.) (the "Issuer"), SQBG, Inc. (f/k/a Sequential Brands Group, Inc.) ("Old Sequential" and the predecessor to the Issuer), Martha Stewart Living Omnimedia, Inc., Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of Old Sequential was converted into one share of common stock of the Issuer, and each unvested award of restricted common stock of Old Sequential outstanding immediately prior to the Effective Time was converted into a restricted stock award of the Issuer on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of shares of common stock of the Issuer equal to the number of shares underlying the unve
Joint Filing Agreement and Power of AttorneyJoint Filing Agreement • August 14th, 2007 • Trigran Investments, Inc. • Services-educational services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, par value $0.001 per share, of Scientific Learning Corporation, a Delaware corporation, of any and all forms (s), statement(s), report(s), and/or documents required to be filed by such undersigned party under Section 16 of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing.
ContractStewart Leonard JR • December 8th, 2015 • Apparel & other finishd prods of fabrics & similar matl
As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among the Issuer (known as Sequential Brands Group, Inc. prior to the Effective Time), Martha Stewart Living Omnimedia, Inc., Singer Madeline Holdings, Inc. (which was renamed Sequential Brands Group, Inc. and is the successor to the Issuer and Martha Stewart Living Omnimedia, Inc. as of the Effective Time) ("Holdings"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of the Issuer was converted into one share of common stock of Holdings, and each unvested award of restricted common stock of the Issuer outstanding immediately prior to the Effective Time was converted into a restricted stock award of Holdings on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of shares o
JOINT FILING AGREEMENTJoint Filing Agreement • June 4th, 2024 • Invesco California Value Municipal Income Trust
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
Footnotes to Form 4Sovos Brands, Inc. • March 14th, 2024 • Food and kindred products
Exhibit 99.2 (2) The Designated Filer was a general partner, and LB Interstate LP LLC was a limited partner (the "Limited Partner"), of SMW/LB IHR II, LP (the "Subsidiary Partnership"), which holds 480,185 shares of the Issuer's common stock by reason...Lehman Brothers Holdings Inc • October 8th, 2004 • Security brokers, dealers & flotation companies
Explanation of Responses:C&d Technologies Inc • January 18th, 2012 • Miscellaneous electrical machinery, equipment & supplies
EXHIBIT A JOINT FILING UNDERTAKINGJoint Filing • May 5th, 2011 • Greek Investments Inc • Retail-apparel & accessory stores
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Form 4 to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Form, as it may be amended, jointly on behalf of such parties.
JOINT FILING AGREEMENTJoint Filing Agreement • April 13th, 2022 • Blackrock Muniholdings New Jersey Quality Fund, Inc. • National commercial banks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER ANDAUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI,...Harvey Kevin • December 17th, 2014 • Services-prepackaged software
Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with
EXHIBIT 99.1 William H. Janeway Indus International, Inc. (IINT) July 31, 2003 Note (1): Pursuant to a Purchase Agreement, dated as of February 12, 2003, by and among Indus International, Inc. (the "Company"), Warburg, Pincus Investors, L.P. ("WPI")...Janeway William H • July 31st, 2003 • Services-prepackaged software
Note (1): Pursuant to a Purchase Agreement, dated as of February 12, 2003, by and among Indus International, Inc. (the "Company"), Warburg, Pincus Investors, L.P. ("WPI") and the other purchasers named therein (the "Financing Purchase Agreement"), WPI purchased 72,666 shares of the Company's common stock, $0.001 par value (the "Common Stock"), at a price of $1.50 per share and a Convertible Promissory Note of the Company, dated March 5, 2003, in the aggregate principal amount of $4,891,001.00 at face value (the "Note", and together with the 72,666 shares of Common Stock, the "Securities"), with the purchase price paid in cash on February 13, 2003 into an escrow account. On March 5, 2003, the Company satisfied all of its closing conditions required to be performed by it under the Financing Purchase Agreement and the purchase price was released to the Company from the escrow account (the "Closing"). On July 29, 2003, the Company's stockholders voted in favor of the proposed issuance of C
