UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GLOBALSCAPE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
37940G109
(CUSIP Number)
210/GSB Acquisition Partners, LLC
Attention: C. Clark Webb, Robert H. Alpert
8214 Westchester Drive, Suite 950
Dallas, Texas 75225
214-999-6082
with a copy to:
Robert B. Little
Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue, Suite 1100
Dallas, Texas 75201
(214) 698-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 20, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
210/GSB Acquisition Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,768,900 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,768,900 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
20.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | 210/GSB Acquisition Partners, LLC (“GSB Acquisition”) holds directly 3,768,900 shares of common stock of GlobalSCAPE, Inc. (the “Issuer”). GSB Acquisition is managed by its sole member, 210 Capital, LLC (“210 Capital”), which is managed by its members Covenant RHA Partners, L.P. (“RHA Partners”) and CCW/LAW Holdings, LLC (“CCW Holdings”). C. Clark Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner, RHA Investments, Inc. (“RHA Investments”), and Robert H. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, GSB Acquisition may be deemed to share voting and dispositive power with 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that it holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
210 Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,768,900 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,768,900 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
20.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner, RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, 210 Capital may be deemed to share voting and dispositive power with GSB Acquisition, CCW Holdings, RHA Partners, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
Covenant RHA Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,768,900 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,768,900 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
20.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner, RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, RHA Partners may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
CCW/LAW Holdings, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,768,900 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,768,900 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,768,900 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
20.1% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner, RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, CCW Holdings may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, RHA Partners, RHA Investments, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
RHA Investments, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,996,545 (1) (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,996,545 (1) (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,996,545 (1) (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
22.2% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, RHA Investments may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, Mr. Alpert and Mr. Webb over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | ACM holds directly 227,645 shares of common stock of the Issuer. RHA Investments is the general partner and has the power to direct the affairs of ACM. Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, RHA Investments may be deemed to share voting and dispositive power with Mr. Alpert over the shares of the Issuer’s common stock that ACM holds. |
| (3) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
Atlas Capital Management, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
227,645 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
227,645 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
227,645 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | ACM holds directly 227,645 shares of common stock of the Issuer. ACM is managed by its general partner, RHA Investments. Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with RHA Investments over the shares of the Issuer’s common stock that ACM holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
Robert H. Alpert | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,996,545 (1) (2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,996,545 (1) (2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,996,545 (1) (2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
22.2% (3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, RHA Investments and Mr. Webb over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | ACM holds directly 227,645 shares of common stock of the Issuer. ACM is managed by its general partner, RHA Investments. Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Alpert may be deemed to share voting and dispositive power with RHA Investments over the shares of the Issuer’s common stock that ACM holds. |
| (3) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
| CUSIP No. 37940G109 |
| 1. | Names of Reporting Persons
C. Clark Webb | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
231,507 | ||||
| 8. | Shared Voting Power
3,768,900 (1) | |||||
| 9. | Sole Dispositive Power
231,507 | |||||
| 10. | Shared Dispositive Power
3,768,900 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,407 (1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
22.3% (2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | GSB Acquisition holds directly 3,768,900 shares of common stock of the Issuer and Mr. Webb holds directly 231,507 shares of common stock of the Issuer. GSB Acquisition is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole member. In addition, RHA Partners is managed by its general partner, RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, Mr. Webb may be deemed to share voting and dispositive power with GSB Acquisition, 210 Capital, CCW Holdings, RHA Partners, RHA Investments and Mr. Alpert over the shares of the Issuer’s common stock that GSB Acquisition holds. |
| (2) | The percentage is calculated based upon 17,968,268 shares of the Issuer’s common stock issued and outstanding as of September 25, 2018, as disclosed in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 25, 2018. |
This Amendment No. 4 to Schedule 13D (this “Amendment”) relates to shares of common stock (the “Common Stock”) of GlobalSCAPE, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D filed with the Securities and Exchange Commission by and on behalf of the Reporting Persons (as defined below). Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D filed with the Securities and Exchange Commission.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated as follows:
“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person are stated in Items 11 and 13 on the cover page(s) hereto.
Each of 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities directly held by GSB Acquisition covered by this Schedule 13D. Each of RHA Investments and Mr. Alpert declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities directly held by ACM covered by this Schedule 13D.
(b) Number of shares as to which each Reporting Person has:
| (i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
| (ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
| (iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
| (iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
GSB Acquisition is the direct beneficial owner of 3,768,900 shares of the Issuer’s Common Stock covered by this Schedule 13D. Mr. Webb is the direct beneficial owner of 231,507 shares of the Issuer’s Common Stock covered by this Schedule 13D and ACM is the direct beneficial owner of 227,645 shares of the Issuer’s Common Stock covered by this Schedule 13D. GSB Acquisition, Mr. Webb and ACM, as applicable, have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the respective shares of Common Stock of the Issuer that they directly own.
As sole member of GSB Acquisition, 210 Capital may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. 210 Capital does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition.
As members of 210 Capital, each of RHA Partners and CCW Holdings may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. Neither RHA Partners nor CCW Holdings own any shares of Common Stock of the Issuer directly and each of RHA Partners nor CCW Holdings disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition.
As sole member of CCW Holdings, Mr. Webb may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition. Mr. Webb holds 231,507 shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition.
As general partner of RHA Partners and ACM, RHA Investments may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM. RHA Investments does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM.
As President and sole shareholder of RHA Investments, Mr. Alpert may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM. Mr. Alpert does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by GSB Acquisition and ACM.
As of the time of filing on September 27, 2018, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.
(c) On September 20, 2018, the Issuer closed the tender offer described on the Issuer’s Schedule TO, filed with the SEC on September 20, 2018 (the “Tender Offer”). Pursuant to the closing of the Tender Offer, ACM delivered 3,855 shares of Common Stock of the Issuer to the Issuer in exchange for $4.20 per share of Common Stock of the Issuer.
(d) Not applicable.
(e) Not applicable.”
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 27, 2018
| 210/GSB ACQUISITION PARTNERS, LLC | ||||
| By: | 210 Capital, LLC | |||
| Its: | Sole Member | |||
| By: | Covenant RHA Partners, L.P. | |||
| Its: | Member | |||
| By: | RHA Investments, Inc. | |||
| Its: | General Partner | |||
| By: | /s/ Robert H. Alpert | |||
| Name: | Robert H. Alpert | |||
| Title: | President | |||
| By: | CCW/LAW Holdings, LLC | |||
| Its: | Member | |||
| By: | /s/ C. Clark Webb | |||
| Name: | C. Clark Webb | |||
| Title: | Sole Member | |||
| 210 CAPITAL, LLC | ||||
| By: | Covenant RHA Partners, L.P. | |||
| Its: | Member | |||
| By: | RHA Investments, Inc. | |||
| Its: | General Partner | |||
| By: | /s/ Robert H. Alpert | |||
| Name: | Robert H. Alpert | |||
| Title: | President | |||
| By: | CCW/LAW Holdings, LLC | |||
| Its: | Member | |||
| By: | /s/ C. Clark Webb | |||
| Name: | C. Clark Webb | |||
| Title: | Sole Member | |||
| COVENANT RHA PARTNERS, L.P. | ||
| By: | RHA Investments, Inc. | |
| Its: | General Partner | |
| By: | /s/ Robert H. Alpert | |
| Name: | Robert H. Alpert | |
| Title: | President | |
| CCW/LAW HOLDINGS, LLC | ||
| By: | /s/ C. Clark Webb | |
| Name: | C. Clark Webb | |
| Title: | Sole Member | |
| RHA INVESTMENTS, INC. | ||
| By: | /s/ Robert H. Alpert | |
| Name: | Robert H. Alpert | |
| Title: | President | |
/s/ Robert H. Alpert | ||
| ROBERT H. ALPERT | ||
/s/ C. Clark Webb | ||
| C. CLARK WEBB | ||
| ATLAS CAPITAL MANAGEMENT, L.P. | ||
| By: | RHA Investments, Inc. | |
| Its: | General Partner | |
| By: | /s/ Robert H. Alpert | |
| Name: | Robert H. Alpert | |
| Title: | President | |
