EXHIBIT 10.4
REGISTRATION RIGHTS AGREEMENT
This agreement, dated as of May 4, 2005 (this "Agreement") is entered
into by and among U.S. Telesis Holdings, Inc., a Delaware corporation (the
"UST") and the persons and entities listed on EXHIBIT A hereto.
RECITALS
WHEREAS, Catcher, Inc., a Delaware corporation ("CATCHER"), issued an
aggregate of 447,749.5 shares of its capital stock in the form of its Series A
Preferred Stock and its common stock to certain founders set forth on Exhibit A
(the "FOUNDERS"); and
WHEREAS, Catcher engaged in a private offering to certain private
investors (the "PRIVATE INVESTORS") of 162,013 Units consisting in the aggregate
of 324,026 shares of Catcher's common stock and Series A Warrants and Series B
Warrants (collectively, the "WARRANTS") to purchase an aggregate of 324,026
additional shares of Catcher's common stock ; and
WHEREAS, UST and the Purchasers have entered into a Stock Exchange
Agreement of even date herewith (the "EXCHANGE AGREEMENT") pursuant to which UST
will acquire Catcher by (a) issuing its Series A Preferred Stock (the "PREFERRED
STOCK") to certain of the Founders and its common stock (the "COMMON STOCK") to
the Private Investors and certain other Founders (such Private Investors and
Founders, hereinafter referred to as the "PURCHASERS") and (b) assuming the
obligation under the Warrants to issue UST's common stock; and
WHEREAS, UST and the Purchasers desire to provide for certain
arrangements with respect to the registration of such shares of capital stock of
UST under the Securities Act of 1933, as amended (the "SECURITIES ACT");
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this agreement, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
As used in this agreement, the following terms shall have the following
respective meanings:
1.1. The term "Commission" means the Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
1.2. The term "Holder" shall mean any person owning or having
the right to acquire Registrable Securities or any permitted transferee of a
Holder.
1.3. The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or order of effectiveness of such registration statement or
document.
1.4. The term "Registrable Securities" shall mean (a) the
Common Stock (including the Common Stock issuable upon exercise of the Warrants)
and (b) the Common Stock issuable upon conversion of the Preferred Stock,
provided, however, that securities shall only be treated as Registrable
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Securities if and only for so long as they (A) have not been disposed of
pursuant to a registration statement declared effective by the Commission; (B)
have not been sold in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the consummation
of such sale; and (C) are held by a Holder.
1.5. The term "Selling Holders" shall mean the Holders selling
their Registrable Securities.
2. MANDATORY REGISTRATION. UST agrees that:
2.1. it will file a registration statement covering the resale
of the Registrable Securities within ninety (90) days of the date hereof (the
"Filing Deadline").
2.2. it will use its commercially reasonable efforts and will
cooperate fully with the Commission to cause such registration statement to be
declared effective by the Commission within one hundred eighty (180) days of the
date hereof (the "Registration Deadline").
In the event UST fails to file a registration statement covering the resale of
Registrable Securities on or before the Filing Deadline, UST shall, at the
election of the Holder: (i) pay to the Holder (prorated for such Holder's
percentage of the Offered Amount subscribed to by such Holder) an aggregate of
$45,000; or (ii) issue to such Holder (prorated for such Holder's percentage of
the Offered Amount subscribed to by such Holder) the number of additional
Warrants and shares of Common Stock that would have been purchasable in the
Offering for $45,000 for every 30 day period (pro-rated for period less than 30
days) that UST fails to file a registration statement with the Commission after
the Filing Deadline. In the event that, due to the fault of UST, its
registration statement is not deemed effective by the Commission on or before
the Registration Deadline, UST shall, at the election of the Holder (i) pay to
the Holder (prorated for such Holder's percentage of the Offered Amount
subscribed to by such Holder) an aggregate of $45,000; or (ii) issue to such
Holder (prorated for such Holder's percentage of the Offered Amount subscribed
to by such Holder) the number of additional Warrants and shares of Common Stock
that would have been purchasable in the Offering for $45,000, for every 30 day
period (pro-rated for period less than 30 days) that the registration statement
is not deemed effective by the Commission after the Registration Deadline due to
the fault of UST.
3. REGISTRATION PROCEDURES. Whenever required under this Agreement to
include Registrable Securities in a UST registration statement, UST shall, as
expeditiously as commercially, reasonably possible:
3.1. Use best efforts to cause such registration statement to
remain effective until the later to occur of (A) two (2) years from the date of
this Agreement, or (B) two (2) years from the date the Private Investors convert
the Warrants to Common Stock, or (C) such time that all of such Registrable
Securities are no longer, by reason of Rule 144(k) under the Securities Act,
required to be registered for the sale thereof by such Holders. UST will also
use its best efforts to, during the period that such registration statement is
required to be maintained hereunder, file such post-effective amendments and
supplements thereto as may be required by the Securities Act and the rules and
regulations thereunder; provided, however, that if applicable rules under the
Securities Act governing the obligation to file a post-effective amendment
permits, in lieu of filing a post-effective amendment that (i) includes any
prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, UST may incorporate by reference
information required to be included in (i) and (ii) above to the extent such
information is contained in
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periodic reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act (the "Exchange Act") in the registration statement.
3.2. Prepare and file with the Commission such amendments and
supplements to such registration statement, and the prospectus used in
connection with such registration statement, as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.
3.3. Make available for inspection upon reasonable notice
during UST's regular business hours by each Selling Holder, any underwriter
participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such Selling Holder or
underwriter, all financial and other records, pertinent corporate documents and
properties of UST, and cause UST's officers, directors and employees to supply
all information reasonably requested by any such Selling Holder, underwriter,
attorney, accountant or agent in connection with such registration statement.
3.4. Furnish to the Selling Holders such numbers of copies of
a prospectus, including a preliminary prospectus as amended or supplemented from
time to time, in conformity with the requirements of the Securities Act, and
such other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.
3.5. Use best efforts to register and qualify the securities
covered by such registration statement under state securities laws of such
jurisdictions as shall be reasonably requested by the Selling Holders; provided,
however, that UST shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless UST is already
subject to service in such jurisdiction and except as may be required by the
Securities Act.
3.6. In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Selling
Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
3.7 Notify each Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act: (i) when the registration
statement or any post-effective amendment and supplement thereto has become
effective; (ii) of the issuance by the Commission of any stop order or the
initiation of proceedings for that purpose (in which event UST shall make every
reasonable effort to obtain the withdrawal of any order suspending effectiveness
of the registration statement at the earliest possible time or prevent the entry
thereof); (iii) of the receipt by UST of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose; and (iv) when
UST notifies the Commission of the happening of any event as a result of which
the prospectus included in such 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 or necessary to make the statements therein
not misleading in the light of the circumstances then existing.
3.8. Cause all such Registrable Securities registered
hereunder to be listed on each securities exchange or quotation service on which
similar securities issued by UST are then listed or quoted.
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3.9. Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereto and with the CUSIP number for
all such Registrable Securities, in each case not later than the effective date
of such registration.
3.10. Cooperate with the Selling Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing the Registrable Securities to be sold, which
certificates will not bear any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters, if any, shall request at least two business days prior to
any sale of the Registrable Securities to the underwriters.
3.11. Comply with all applicable rules and regulations of the
Commission.
3.12. If the offering is underwritten and at the request of
any Selling Holder, use its commercially reasonable efforts to furnish on the
date that Registrable Securities are delivered to the underwriters for sale
pursuant to such registration: (i) opinions dated such date of counsel
representing UST for the purposes of such registration, addressed to the
underwriters and the transfer agent for the Registrable Securities so delivered,
respectively, to the effect that such registration statement has become
effective under the Securities Act and such Registrable Securities are freely
tradable, and covering such other matters as are customarily covered in opinions
of issuer's counsel delivered to underwriters and transfer agents in
underwritten public offerings and (ii) a letter dated such date from the
independent public accountants who have certified the financial statements of
UST included in the registration statement or the prospectus, covering such
matters as are customarily covered in accountants' letters delivered to
underwriters in underwritten public offerings.
4. FURNISH INFORMATION. It shall be a condition precedent to the
obligation of UST to take any action with respect to the Registrable Securities
of any Selling Holder that such Holder shall furnish to UST such information
regarding the Holder, the Registrable Securities held by the Holder, and the
intended method of disposition of such securities as shall be reasonably
required by UST to effect the registration of such Holder's Registrable
Securities.
5. REGISTRATION EXPENSES. UST shall bear and pay all Registration
Expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to registrations pursuant for each
Holder, but excluding underwriting discounts and commissions relating to
Registrable Securities and excluding any costs to any of the Holders, including
without limitation, for accounting, financial, legal or other professional
advisors to any of the Holders.
6. UNDERWRITING REQUIREMENTS. In connection with any offering involving
an underwriting of shares of UST's capital stock, UST shall not be required to
include any of the Holders' Registrable Securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between UST and the
underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by UST.
7. DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration hereunder
as the result of any controversy that might arise with respect to the
interpretation or implementation of this Article.
8. INDEMNIFICATION. In the event that any Registrable Securities are
included in a registration statement under this Agreement:
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8.1. To the extent permitted by law, UST will indemnify and
hold harmless each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, or the Exchange Act, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation") in connection with UST's obligations
under this Agreement: (i) any untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein made, under the circumstances in which
they were made, not misleading, or (iii) any violation by UST of the Securities
Act, the Exchange Act, or any rule or regulation promulgated under the
Securities Act, or the Exchange Act, and UST will pay to each such Holder,
underwriter or controlling person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 8.1. shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of UST, nor shall UST be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, underwriter or
controlling person.
8.2. To the extent permitted by law, each Selling Holder will
indemnify and hold harmless UST, each of its directors, each of its officers,
each person, if any, who controls UST within the meaning of the Securities Act,
any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder,
against any losses, claims, damages, or liabilities (joint or several) to which
any of the foregoing persons may become subject, under the Securities Act, or
the Exchange Act, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this Section 8.2, in
connection with investigating or defending any such loss, claim, damage,
liability, or action; PROVIDED, HOWEVER, that the indemnity agreement contained
in this Section 8.2 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld.
8.3. Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action (including any
governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 8,
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 the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel selected by
the indemnifying party and approved by the indemnified party (whose approval
shall not be unreasonably withheld); provided, however, that an indemnified
party (together with all other indemnified parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be
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inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section 8.
8.4 If the indemnification provided for in this Section 8 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the alleged
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
8.5. Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in an underwriting
agreement entered into in connection with an underwritten public offering are in
conflict with the foregoing provisions, the provisions in such underwriting
agreement shall control.
8.6. The obligations of UST and Holders under this Section 8
shall survive the completion of the Offering and the Acquisition.
9. Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 and any other rule or
regulation of the Commission that may at any time permit a Holder to sell
securities of UST to the public without registration or pursuant to a
registration on Form S-3, UST agrees to:
9.1. make and keep public information available, as those
terms are understood and defined in Rule 144, at all times after 90 days after
the effective date of the registration statement filed in connection with an
Acquisition;
9.2. file with the Commission in a timely manner all reports
and other documents required of UST under the Securities Act and the Exchange
Act; and
9.3. furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a copy of the most recent
annual or quarterly report of UST and such other reports and documents so filed
by UST, and (ii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the Commission which permits
the selling of any such securities without registration or pursuant to such
form.
10. GENERAL.
10.1. SEVERABILITY. The invalidity or unenforceability of any
provision of this agreement shall not affect the validity or enforceability of
any other provision of this agreement.
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10.2. SPECIFIC PERFORMANCE. In addition to any and all other
remedies that may be available at law in the event of any breach of this
agreement, each Purchaser shall be entitled to specific performance of the
agreements and obligations of UST hereunder and to such other injunctive or
other equitable relief as may be granted by a court of competent jurisdiction.
10.3. GOVERNING LAW. NOTWITHSTANDING THE PLACE WHERE THIS
AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO SUCH
STATE'S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING
IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING
TO THIS AGREEMENT IS THE SUPREME COURT OF THE STATE OF NEW YORK IN AND FOR THE
COUNTY OF NEW YORK OR THE FEDERAL COURTS FOR SUCH STATE AND COUNTY, AND ALL
RELATED APPELLATE COURTS AND THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE
JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE. THE PARTIES each
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. THE PARTIES HEREBY WAIVE ANY RIGHT TO REQUEST A TRIAL BY
JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
10.4. NOTICES. All notices, requests, consents, and other
communications under this agreement shall be in writing and shall be deemed
delivered (i) in the case of Purchasers located in the United States only, two
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid, and in the case of Purchasers located outside the
United States, ten days after being sent by air mail, postage prepaid, or (ii)
the scheduled delivery date after being sent via a reputable nationwide courier
service (no signed receipt being necessary), or (iii) by fax with electronic
confirmation of receipt, or (iii) by electronic mail, with no notice of delivery
failure, in each case to the intended recipient as set forth below:
If to UST:
U.S. Telesis Holdings, Inc.
1165 Via Vera Cruz
San Marcos, CA 92069
Attention: President
Copy to: Piliero Goldstein Kogan & Miller, LLP
10 East 53rd Street
New York, New York 10021
Attention: Robert D. Piliero
If to a Purchaser, at the address set forth on EXHIBIT A for such
Purchaser, or at such other address or addresses as may have been furnished to
UST in writing by such Purchaser.
10.5. COMPLETE AGREEMENT. This agreement constitutes the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings relating to
such subject matter.
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10.6. AMENDMENTS AND WAIVERS. Any term of this agreement may be amended
or terminated and the observance of any term of this agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), with the written consent of UST and the holders of a majority of
the Registrable Shares; provided, that this agreement may be amended with the
consent of the holders of less than all Registrable Shares only in a manner
which applies on its face to all such holders in substantially the same fashion.
Any such amendment, termination or waiver effected in accordance with this
Section 10.6 shall be binding on all parties hereto, even if they do not execute
such consent. No waivers of or exceptions to any term, condition or provision of
this agreement, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
10.7. PRONOUNS. Whenever the context may require, any pronouns used in
this agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.
10.8 COUNTERPARTS; FAXED SIGNATURES. This agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same document. This agreement
may be executed by faxed signatures.
10.9. SECTION HEADINGS. The section headings are for the convenience of
the parties and in no way alter, modify, amend, limit or restrict the
contractual obligations of the parties.
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REGISTRATION RIGHTS AGREEMENT
Executed as of the date first written above.
U.S. TELESIS HOLDINGS, INC.
By:
--------------------------------
Name: Nicolas Rigopulos
Title: President
[Registration Rights Agreement]
AGREED AND ACCEPTED:
By:
--------------------------------
Name:
Title:
EXHIBIT A
PURCHASERS
COMMON STOCK -- PRIOR TO REVERSE SPLIT
Greg J. Berlacher 432,000
1150 First Avenue 216,000 Series A
#600 216,000 Series B
King of Prussia, PA 19406
Dan Gardner - IRA 132,000
(Bear Stearns Securities Corp.
Cust. f/b/o Dianiel Gardner) 66,000 Series A
534 Camp Woods Circle 66,000 Series B
Villa Nova, PA 19085
Dan Gardner 475,200
534 Camp Woods Circle 237,600 Series A
Villa Nova, PA 19085 237,600 Series B
Richard Johnson 118,800
965 Pinehurst Drive 59,400 Series A
Chester Springs, PA 19425 59,400 Series B
Jay Seid 475,200
c/o Emerging Growth Equities 237,600 Series A
1150 First Avenue, Suite 600 237,600 Series B
King of Prussia, PA 19406
Robert A. Berlacher-IRA 237,600
Bear Stearns SEC Corp. as IRA Cust.
f/b/o Robert A. Berlacher 118,800 Series A
676 Church Road 118,800 Series B
Villa Nova, PA 19085
BallyShannon Partners, L.P. 1,045,400
325 Bryn Mawr Avenue 522,700 Series A
Bryn Mawr, PA 19010 522,700 Series B
BallyShannon Family Partnership 475,200
325 Bryn Mawr Avenue 237,600 Series A
Bryn Mawr, PA 19010 237,600 Series B
Peter Stanley 477,000
660 Gatehouse Lane 238,500 Series A
Philadelphia, PA 19118 238,500 Series B
Matison EuroInvest Ltd. 566,200
c/o Budin & Partners 283,100 Series A
20 Rue Senebier 283,100 Series B
PO Box 166
Channel 1211, Geneva, Switz
VFT Special Ventures, Ltd. 1,188,000
1150 First Avenue, Suite 600 594,000 Series A
King of Prussia, PA 19406 594,000 Series B
Chardonnay Partners 118,800
676 Church Road 59,400 Series A
Villa Nova, PA 19085 59,400 Series B
Cabernet Partners 356,400
676 Church Road 178,200 Series A
Villa Nova, PA 19085 178,200 Series B
Paul Berlacher 118,800
Paul D. Berlacher Rev. Trust DTD 5/27/93 59,400 Series A
7201 Forest Brook Drive 59,400 Series B
Sylvania, Ohio
Franz Berlacher 118,000
Heart Specialists of NW Ohio Profit
Sharing/401K Plan fbo 59,400 Series A
Franz Berlacher 59,400 Series B
5549 Ginger Tree Lane
Toledo, OH 43623
Northwood Capital Partners, LP 950,400
1150 First Avenue, Suite 600 475,200 Series A
King of Prussia, PA 19406 475,200 Series B
Porter Partners LP 237,600
300 Drakes Landing Road 118,800 Series A
Suite 300 118,800 Series B
Greenbrae, CA 94904
Christopher Cummings 1,080,000
475 Stonehaven Drive 540,000 Series A
Kettering, OH 45429 540,000 Series B
Agile Partners, L.P. 4,679,600
3500 Alameda De Las Pulgas 2,339,800 Series A
Suite 200 2,339,800 Series B
Menlo Park , CA 94025
Sandor Capital Master Fund, LP 3,600,000
2828 Routh Street, Suite 500 1,800,000 Series A
Dallas, Texas, 75201 1,800,000 Series B
John Lemak 720,000
4410 Bordeaux Ave 360,000 Series A
Dallas, Texas 75205 360,000 Series B
London Family Trust 3,599,600
212 Aurora Drive 1,799,800 Series A
Montecito, CA 93108 1,799,800 Series B
Carlton Meyer 359,800
1106 Ednor Road 179,900 Series A
Silver Springs, MD 20905 179,900 Series B
George King 1,079,800
5577 Vantage Point Road 539,900 Series A
Columbia, MD 21044 539,900 Series A
Brian Barton 1,079,800
19816 Meredith Drive 539,900 Series A
Derwood, MD 20855 539,900 Series B
Mark Nicosia 1,079,800
21809 Gaithers Meadow Lane 539,900 Series A
Brookville, MD 20833 ` 539,900 Series B
Burlingame Equity Investors (Offshore) Ltd. 60,400
1 Sansome Street 30,200 Series A
Suite 2900 30,200 Series B
San Francisco, CA 94104
Burlingame Equity Investors, LP 305,600
1 Sansome Street 152,800 Series A
Suite 2900 152,800 Series B
San Francisco, CA 94104
Attractor Capital Fund 1, LLC 2,519,600
1637 Oakwood Drive 1,259,800 Series A
Unit S222 1,259,800 Series B
Norberth, PA 19072
Raleigh Ralls 1,799,800
744 Spruce Street 899,900 Series A
Boulder, CO 80302 899,900 Series B
Katherine O'Leary 539,800
2819 Fourth Street 269,900 Series A
Boulder, CO 80304 269,900 Series B
Richard O'Leary 539,800
2819 Fourth Street 269,900 Series A
Boulder, CO 80304 269,900 Series B
Alon Kutai 720,000
5423 Foxhound Way 360,000 Series A
San Diego, CA 92130 360,000 Series B
Bryan Smyth 180,000
4417 Tivoli Street 90,000 Series A
San Diego, CA 92107 90,000 Series A
John & Cindy Boyle 216,000
375 Fairview Farms Road 108,000 Series A
Campo Bello, SC 29322 108,000 Series B
Michael Pruitt 180,000
11502 Stonebrier Drive 90,000 Series A
Charlotte, NC 28277 90,000 Series B
Craig Samuels 360,000
13990 Rancho Dorado 180,000 Series A
San Diego, CA 92130 180,000 Series B
Schreiber Living Trust 179,800
[address] 89,900 Series A
89,900 Series B
John Sutton 1,732,500
1801 Warner Ranch Drive, #1718
Round Rock, Texas 78664
Steven A. Moore 111,900
2250 Big Pine Road
Escondido, CA
Campbell Family Trust 223,900
4360 E. Burchell Drive
Hayden Lake, ID 83835
Aldridge Industries, Inc. 441,000
525 Round Rock West #275
Round Rock, Texas 78681
SERIES A PREFERRED STOCK
Ira J. Tabankin 279,042.625
1165 Via Vera Cruz
San Marco, CA 92069
Charles Sander 279,042.625
[address]
Robert Prag 66,317.75
2455 El Amigo Road
Del Mar, CA 92014
Kai Hansen 54,687.5
P.O. Box 12610
San Diego, CA 92112
Hayden Communications, Inc. 54,687.5
1401 Hewens Drive
North Myrtle Beach, SC 29582