Exhibit 4.2
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR
ITS OWN ACCOUNT FOR INVESTMENT WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE
A PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF. SUCH SECURITIES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
No. _______ _____________, 2006
CIRCLE GROUP HOLDINGS, INC.
WARRANT TO PURCHASE COMMON STOCK
Void after _________ __, 2011
CIRCLE GROUP HOLDINGS, INC., an Illinois corporation (the "Company"),
hereby certifies that, for value received, ____________________(including any
successors and assigns, "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company at any time or from time to time before 5:00
PM Central time, on ________ __, 2011; (the "Expiration Date"), fully paid and
nonassessable shares of Common Stock (the "Warrant Shares") under the terms set
forth herein.
This Warrant is issued pursuant to Section 1(b) of that certain
Subscription Agreement of even date herewith by and among the Company and
certain investors set forth therein (the "Subscription Agreement") that is being
executed and delivered in connection with that certain Confidential Private
Placement Memorandum of the Company dated February 10, 2006 (the "Private
Offering").
1. Number of Warrant Shares; Exercise Price. This Warrant shall evidence
the right of the Holder to purchase up to _________________ Warrant Shares at an
initial exercise price per Warrant Share of $1.00 per share (the "Exercise
Price"), subject to adjustment as provided in Section 7 below.
2. Definitions. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:
(a) The term "Common Stock" shall mean the common stock, par value
$.00005 per share, of the Company.
(b) The term "Company" shall include any company which shall succeed to
or assume the obligations of the Company hereunder.
(c) The term "Corporate Transaction" shall mean (i) a sale, lease
transfer or conveyance of all or substantially all of the assets of the Company;
(ii) a consolidation of the Company with, or merger of the Company with or into,
another corporation or other business entity in which the stockholders of the
Company immediately prior to such consolidation or merger own less than 50% of
the voting power of the surviving entity immediately after such consolidation or
merger; or (iii) any transaction or series of related transactions to which the
Company is a party in which in excess of 50% of the Company's voting power is
transferred, excluding any consolidation or merger effected exclusively to
change the domicile of the Company. (d) The term "Stock" shall mean (i) Common
Stock or (ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.
3. Exercise Date; Expiration. Subject to the terms hereof, this Warrant may
be exercised by the Holder at any time or from time to time before the
Expiration Date (the "Exercise Period").
4. Exercise of Warrant; Partial Exercise. This Warrant may be exercised in
full by the Holder by surrender of this Warrant, together with the Holder's duly
executed form of subscription attached hereto as Exhibit A, to the Company at
its principal office, accompanied by payment, in cash or by certified or
official bank check payable to the order of the Company, of the aggregate
exercise price (as determined above) of the number of Warrant Shares to be
purchased hereunder. The exercise of this Warrant pursuant to this Section 4
shall be deemed to have been effected immediately prior to the close of business
on the business day on which this Warrant is surrendered to the Company as
provided in this Section 4, and at such time the person in whose name any
certificate for Warrant Shares shall be issuable upon such exercise shall be
deemed to be the record holder of such Warrant Shares for all purposes. As soon
as practicable after the exercise of this Warrant, the Company at its expense
will cause to be issued in the name of and delivered to the Holder, or as the
Holder may direct, a certificate or certificates for the number of fully paid
and nonassessable full shares of Warrant Shares to which the Holder shall be
entitled on such exercise, together with cash, in lieu of any fraction of a
share, equal to such fraction of the current fair market value of one full
Warrant Share as determined in good faith by the Board of Directors, and, if
applicable, a new warrant evidencing the balance of the shares remaining subject
to the Warrant.
5. Net Issuance.
(a) Right to Convert. In addition to and without limiting the rights of
the Holder under the terms of this Warrant, the Holder shall have the right to
convert this Warrant (the "Conversion Right") into Warrant Shares as provided in
this Section 5 at any time or from time to time during the Exercise Period. Upon
exercise of the Conversion Right with respect to shares subject to the Warrant
(the "Converted Warrant Shares"), the Company shall deliver to the Holder
(without payment by the Holder of any exercise price or any cash or other
consideration) that number of fully paid and nonassessable Warrant Shares
computed using the following formula:
X = Y (A - B)
----------
A
Where:
X = the number of shares of Warrant Shares to be delivered to
the Holder;
Y = the number of Converted Warrant Shares;
A = the fair market value of one Warrant Share on the Conversion
Date (as defined below); and
B = the Exercise Price (as adjusted on the Conversion Date).
No fractional shares shall be issuable upon exercise of the Conversion
Right, and if the number of shares to be issued determined in accordance with
the foregoing formula is other than a whole number, the Company shall pay to the
Holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date (as defined below). Shares issued
pursuant to the Conversion Right shall be treated as if they were issued upon
the exercise of the Warrant.
(b) Method of Exercise. The Conversion Right may be exercised by the
Holder by the surrender of the Warrant at the principal office of the Company
together with a written statement specifying that the Holder thereby intends to
exercise the Conversion Right and indicating the total number of shares under
the Warrant that the Holder is exercising through the Conversion Right. Such
conversion shall be effective upon receipt by the Company of the Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the "Conversion Date"). Certificates for the shares issuable
upon exercise of the Conversion Right shall be delivered to the Holder promptly
following the Conversion Date.
(c) Determination of Fair Market Value. For purposes of this Section 5,
fair market value of a Warrant Share on the Conversion Date shall be determined
as follows:
(i) If this Warrant is to be exercised contingent upon and effective
immediately prior to the initial public offering of the Company's Common Stock
pursuant to an effective registration statement under the Securities Act of
1933, as amended (an "Initial Public Offering"), the fair market value of a
Warrant Share shall be deemed to be equal to the product of (x) the number of
shares of Common Stock into which such Warrant Share is then convertible and (y)
the price to the public of the shares of Common Stock sold in the Initial Public
Offering as set forth on the front cover of the final prospectus relating to the
Initial Public Offering;
(ii) If the Common Stock is traded on a stock exchange or the Nasdaq
Stock Market (or a similar national quotation system), the fair market value of
a Warrant Share shall be deemed to be the product of (x) the average of the
closing selling prices of the Common Stock on the stock exchange or system
determined by the Board to be the primary market for the Common Stock over the
ten (10) trading day period ending on the date prior to the Conversion Date, as
such prices are officially quoted in the composite tape of transactions on such
exchange or system and (y) the number of shares of Common Stock into which such
Warrant Share is convertible at the date of calculation;
(iii) If the Common Stock is traded over-the-counter, the fair
market value of a Warrant Share shall be deemed to be the product of (x) the
average of the closing bid prices (or, if such information is available, the
closing selling prices) of the Common Stock over the ten (10) trading day period
ending on the date prior to the Conversion Date, as such prices are reported by
the National Association of Securities Dealers through its NASDAQ system or any
successor system and (y) the number of shares of Common Stock into which such
Warrant Share is convertible at the date of calculation; and
(iv) If there is no public market for the Common Stock, then the
fair market value of a Warrant Share shall be determined by the Board of
Directors of the Company in good faith and, upon request of the Holder, the
Board (or a representative thereof) shall, as promptly as reasonably practicable
but in any event not later than 15 days after such request, notify the Holder of
the Fair Market Value per share of Common Stock.
6. Intentionally Omitted.
7. Adjustments to Conversion Price. For the purposes of this Section 7, the
term Exercise Price shall mean the Exercise Price per share set forth on the
first page of this Warrant as adjusted from time to time pursuant to the
provisions of this Section 7. The number and kind of Warrant Shares (or any
shares of stock or other securities which may be) issuable upon the exercise of
this Warrant and the Exercise Price hereunder shall be subject to adjustment
from time to time upon the happening of certain events, as follows:
(a) Splits and Subdivisions. In the event the Company should at any
time or from time to time fix a record date for the effectuation of a split or
subdivision of the outstanding shares of Common Stock or the determination of
the holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock or other securities or rights
convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as the
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or Common Stock Equivalents, then, as
of such record date (or the date of such distribution, split or subdivision if
no record date is fixed), the Exercise Price shall be appropriately decreased
and the number of Warrant Shares for which this Warrant is exercisable shall be
appropriately increased in proportion to such increase of outstanding shares.
(b) Combination of Shares. If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock, the Exercise Price shall be
appropriately increased and the number of Warrant Shares for which this Warrant
is exercisable shall be appropriately decreased in proportion to such decrease
in outstanding shares.
(c) Reclassification or Reorganization. If the Warrant Shares issuable
upon the exercise of this Warrant shall be changed into the same or different
number of shares of any class or classes of stock, whether by capital
reorganization, reclassification or otherwise (other than a split, subdivision
or stock dividend provided for in Section 7(a) above or a combination of shares
provided for in Section 7(b) above, or a reorganization, merger or consolidation
provided for in Section 7(d) below, then and in each such event the Holder shall
be entitled to receive upon the exercise of this Warrant the kind and amount of
shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, to which a holder of the
number of Warrant Shares issuable upon the exercise of this Warrant would have
received if this Warrant had been exercised immediately prior to such
reorganization, reclassification or other change, all subject to further
adjustment as provided herein.
(d) Merger or Consolidation. If at any time or from time to time there
shall be a capital reclassification or reorganization of the Warrant Shares or a
Corporate Transaction (other than a subdivision, combination, reclassification
or exchange of shares provided for elsewhere in this Section 7) of the Company,
then as a part of such reorganization or Corporate Transaction, adequate
provision shall be made so that the Holder shall thereafter be entitled to
receive upon the exercise of this Warrant, the number of shares of stock or
other securities or property of the Company, resulting from such reorganization,
recapitalization or Corporate Transaction to which a holder of the number of
Warrant Shares issuable upon the exercise of this Warrant would have received if
this Warrant had been exercised immediately prior to such reorganization or
Corporate Transaction. In any such case, the Company will make appropriate
provision to insure that the provisions of this Section 7(d) hereof will
thereafter be applicable as nearly as may be in relation to any shares of stock
or securities thereafter deliverable upon the exercise of this Warrant. The
Company shall not effect any such Corporate Transaction unless prior to or
simultaneously with the consummation thereof the successor corporation (if other
than the Company) resulting from such Corporate Transaction or the corporation
purchasing or acquiring such assets or other appropriate corporation or entity
shall assume the obligation to deliver to the Holder, at the last address of the
Holder appearing on the books of the Company, such shares of stock, securities
or assets as, in accordance with the foregoing provisions, the Holder may be
entitled to purchase, and the other obligations under this Warrant. The
provisions of this Section 7(d) shall similarly apply to successive
reorganizations, reclassifications, or Corporate Transactions.
(e) Computation of Adjusted Exercise Price. Except as hereinafter
provided, in case the Company shall at any time after the date hereof issue or
sell any shares of its Stock, other than the issuances or sales referred to in
Section 7(h) hereof, for a consideration per share less than the Exercise Price
in effect immediately prior to the issuance or sale of such shares, or without
consideration, then forthwith upon such issuance or sale, the Exercise Price
shall (until another such issuance or sale) be reduced to the price (calculated
to the nearest full cent) equal to the quotient derived by dividing (A) an
amount equal to the sum of (X) the product of (a) the Exercise Price in effect
immediately prior to such issuance or sale, multiplied by (b) the total number
of shares of Stock outstanding immediately prior to such issuance or sale, plus
(Y) the aggregate of the amount of all consideration, if any, received by the
Company upon such issuance or sale, by (B) the total number of shares of Stock
outstanding immediately after such issuance or sale; provided, however, that in
no event shall the Exercise Price be adjusted pursuant to this computation to an
amount in excess of the Exercise Price in effect immediately prior to such
computation, except in the case of a combination of outstanding shares of Stock,
as provided by Section 7(b) hereof.
For purposes of any computation to be made in accordance with this
Section 7(e), the following provisions shall be applicable:
(i) In case of the issuance or sale of shares of Stock for a
consideration part or all of which shall be cash, the amount of the cash
consideration, shall be deemed to be the amount of cash received by the Company
for such shares (or, if shares of Stock are offered by the Company for
subscription, the subscription price, or, if either of such securities shall be
sold to underwriters or dealers for public offering without a subscription
price, the public offering price, before deducting therefrom any compensation
paid or discount allowed in the sale, underwriting or purchase thereof by
underwriters or dealers or other persons or entities performing similar
services), or any expenses incurred in connection therewith and less any amounts
payable to security holders or any affiliate thereof, including, without
limitation, any employment agreement, royalty, consulting agreement, covenant
not to compete, earnout or contingent payment right or similar arrangement,
agreement or understanding, whether oral or written; all such amounts shall be
valued at the aggregate amount payable thereunder whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,
the rate of interest, if any, or the contingent nature thereof;
(ii) In case of the issuance or sale (otherwise than as a dividend
or other distribution on any stock of the Company) of shares of Stock for a
consideration part or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company;
(iii) Shares of Stock issuable by way of dividend or other
distribution on any capital stock of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of stockholders entitled to receive such dividend or
other distribution and shall be deemed to have been issued without
consideration;
(iv) The reclassification of securities of the Company other than
shares of Stock into securities including shares of Stock shall be deemed to
involve the issuance of such shares of Stock for consideration other than cash
immediately prior to the close of business on the date fixed for the
determination of security holders entitled to receive such shares, and the value
of the consideration allocable to such shares of Stock shall be determined as
provided in paragraph (ii) of this Section 7(e); and
(v) The number of shares of Stock at any one time outstanding shall
include the aggregate number of shares issued or issuable (subject to
readjustment upon the actual issuance thereof) upon the exercise of then
outstanding options, rights, warrants, and convertible and exchangeable
securities.
(f) Options, Rights, Warrants and Convertible and Exchangeable
Securities.
(i) Subject to Section 7(h) hereof, in case the Company shall at any
time after the date hereof issue options, rights or warrants to subscribe for
shares of Stock, or issue any securities convertible into or exchangeable for
shares of Stock, for a consideration per share less than the Exercise Price in
effect immediately prior to the issuance of such options, rights, warrants or
such convertible or exchangeable securities, or without consideration, the
Exercise Price in effect immediately prior to the issuance of such options,
rights, warrants or such convertible or exchangeable securities, as the case may
be, shall be reduced to a price determined by making a computation in accordance
with the provisions of Section 7(e) hereof, provided that:
(ii) The aggregate maximum number of shares of Stock, as the case
may be, issuable under such options, rights or warrants shall be deemed to be
issued and outstanding at the time such options, rights or warrants were issued,
for a consideration equal to the minimum purchase price per share provided for
in such options, rights or warrants at the time of issuance, plus the
consideration (determined in the same manner as consideration received on the
issue or sale of shares in accordance with the terms of this Warrant), if any,
received by the Company for such options, rights or warrants. The aggregate
maximum number of shares of Stock issuable upon conversion or exchange of any
convertible or exchangeable securities shall be deemed to be issued and
outstanding at the time of issuance of such securities, and for a consideration
equal to the consideration (determined in the same manner as consideration
received on the issue or sale of shares of Stock in accordance with the terms of
this Warrant) received by the Company for such securities, plus the minimum
consideration, if any, receivable by the Company upon the conversion or exchange
thereof. If (I) any change shall occur in the price per share provided for in
any of the options, rights or warrants referred to in this subsection: (II) any
change shall occur in the price per share at which the securities referred to in
this subsection are exchangeable; (III) any of the options, rights, warrants or
exchange rights are exercised in an amount or at a price different from the
assumed aggregate maximum number of shares or the minimum purchase price
provided in this subsection; or (IV) any of the options, rights, warrants or
exchange rights referred to in this subsection expire without being exercised,
then (x) such options, rights, warrants or exchange rights, as the case may be,
shall be deemed to have expired or terminated on the date when such price
change, exercise or expiration became effective in respect to shares not
theretofore issued pursuant to the exercise or exchange thereof, (y) the Company
shall be deemed to have issued upon such date new options, rights or warrants or
exchangeable securities at the new price in respect of the number of shares
issuable upon the exercise of such options, rights or warrants or the conversion
or exchange of such exchangeable securities, and (z) the adjustment to Exercise
Price provided in this subsection shall be recalculated as if the original
issuance causing the prior adjustment to Exercise Price had not occurred.
(g) Adjustment in Number of Warrant Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 7, the number of
Warrant Shares issuable upon the exercise of this Warrant shall be adjusted to
the nearest full amount by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.
(h) No Adjustment of Exercise Price in Certain Cases. No adjustment of
the Exercise Price shall be made:
(i) Upon issuance or sale of this Warrant or Warrant Shares, or the
other warrants and warrant shares issued in connection herewith pursuant to the
Subscription Agreement, or shares of Common Stock issuable upon exercise of
other options, warrants and convertible securities outstanding as of the date
hereof, including, without limitation, those that are being issued in connection
with the closing of the Private Offering.
(ii) Upon the issuance or sale of any shares of capital stock, or
the grant of options exercisable therefor, issued or issuable after the date of
this Warrant, to directors, officers, employees, advisers and consultants of the
Company or any subsidiary pursuant to any incentive or non-qualified stock
option plan or agreement, stock purchase plan or agreement, stock restriction
agreement or restricted stock plan, employee stock ownership plan (ESOP),
consulting agreement, stock appreciation right (SAR), stock depreciation right
(SDR), bonus stock arrangement, or such other similar compensatory options,
issuances, arrangements, agreements or plans approved by the Board of Directors
of the Company.
(iii) Upon the issuance of any shares of capital stock or the grant
of warrants or options (or the exercise thereof) as consideration for mergers,
acquisitions, strategic alliances and other commercial transactions, other than
in connection with a financing transaction.
(iv) Upon the issuance of any warrants, rights or other instruments
to George Foreman Enterprises, Inc. ("Foreman") pursuant to that certain Letter
Agreement between Foreman and the Company dated November 23, 2005.
(v) If the amount of said adjustment shall be less than one cent
($0.01) per security issuable upon exercise of this Warrant; provided, however,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least one cent ($0.01) per security issuable upon
exercise of this Warrant.
(i) Notice of Record Dates; Adjustments. In the event of an Initial
Public Offering or a Corporate Transaction, the Company shall provide to the
Holder twenty (20) days advance written notice of such Initial Public Offering
or Corporate Transaction. The Company shall promptly notify the Holder in
writing of each adjustment or readjustment of the Exercise Price hereunder and
the number of Warrant Shares issuable upon the exercise of this Warrant. Such
notice shall state the adjustment or readjustment and show in reasonable detail
the facts on which that adjustment or readjustment is based.
8. Registration Rights. The Company hereby agrees that the Holder shall be
entitled, with respect to all Warrant Shares issued upon the exercise of this
Warrant, to the registration rights set forth in the Registration Rights
Agreement, dated as of January __, 2006, by and among the Company and the
investors in the Private Offering, as may be amended or supplemented from time
to time, the terms of which are hereby incorporated by this reference, with the
same force and effect as if specifically set forth herein.
9. Replacement of Warrants. On receipt by the Company of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of such Warrant, the Company at its expense will execute and
deliver to the Holder, in lieu thereof, a new Warrant of like tenor.
10. No Rights or Liability as a Stockholder. This Warrant does not entitle
the Holder hereof to any voting rights or other rights as a stockholder of the
Company. No provisions hereof, in the absence of affirmative action by the
Holder to purchase Warrant Shares, and no enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the Holder as a
stockholder of the Company.
11. Miscellaneous.
(a) Transfer of Warrant. The Holder agrees not to make any disposition
of this Warrant, the Warrant Shares or any rights hereunder without the prior
written consent of the Company. Any such permitted transfer must be made by the
Holder in person or by duly authorized attorney, upon delivery of this Warrant
and the form of assignment attached hereto as Exhibit B to any such permitted
transferee. As a condition precedent to such transfer, the transferee shall sign
an investment letter in form and substance satisfactory to the Company. Subject
to the foregoing, the provisions of this Warrant shall inure to the benefit of
and be binding upon any successor to the Company and shall extend to any holder
hereof.
(b) Titles and Subtitles. The titles and subtitles used in this Warrant
are for convenience only and are not to be considered in construing or
interpreting this Warrant.
(c) Notices. Any notice required or permitted to be given to a party
pursuant to the provisions of this Warrant shall be in writing and shall be
effective and deemed given to such party under this Warrant on the earliest of
the following: (a) the date of personal delivery; (b) two (2) business days
after transmission by facsimile, addressed to the other party at its facsimile
number, with confirmation of transmission; (c) four (4) business days after
deposit with a return receipt express courier for United States deliveries; or
(d) five (5) business days after deposit in the United States mail by registered
or certified mail (return receipt requested) for United States deliveries. All
notices not delivered personally or by facsimile will be sent with postage
and/or other charges prepaid and properly addressed to such party at the address
set forth on the signature page hereto, or at such other address as such party
may designate by ten (10) days advance written notice to the other party hereto.
Notices to the Company will be marked "Attention: Chief Financial Officer."
(d) Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and disbursements in addition to
any other relief to which such party may be entitled.
(e) Amendments and Waivers. Any term of this Warrant may be amended and
the observance of any term of this Warrant may be waived (either generally or in
a particular instance and either retroactively or prospectively) with the
written consent of the Holder and the Company. Any amendment or waiver effected
in accordance with this Section 10(e) shall be binding upon the Holder of this
Warrant (and of any securities into which this Warrant is convertible), each
future holder of all such securities, and the Company.
(f) Severability. If one or more provisions of this Warrant are held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant and the balance of the Warrant shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
(g) Governing Law. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to its conflicts of laws principles.
(h) Counterparts. This Warrant may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer as of the date first written above.
CIRCLE GROUP HOLDINGS INC.,
an Illinois corporation
By: /s/ Gregory J. Halpern
-----------------------
Name: Gregory J. Halpern
Title: Chief Executive Officer
Address: 1011 Campus Drive
Mundelein, IL 60060