EXHIBIT 10.1
IR BIOSCIENCES HOLDINGS, INC.
SUBSCRIPTION AGREEMENT
The undersigned (hereinafter "SUBSCRIBER") hereby confirms his/her/its
subscription for the purchase of units ("UNITS") of IR BioSciences Holdings,
Inc., a Delaware corporation (the "COMPANY"), on the terms described below, with
each Unit consisting of:
(a) a number of shares (the "SHARES") of common stock of the Company,
par value $0.001 per share (the "COMMON STOCK"), determined by dividing: (i) the
Unit Price (as defined below) by (ii) a price equal to 90% of the 5-day average
of the closing bid price of the shares of Common Stock on the OTC Bulletin Board
(the "COMMON STOCK PURCHASE PRICE") prior to the initial closing of the
Placement (the "INITIAL CLOSING") or any subsequent closing of the Placement as
contemplated hereby (each, a "SUBSEQUENT CLOSING" and together with the Initial
Closing, each, a "CLOSING" and collectively, the "CLOSINGS"), with a floor on
the Common Stock Purchase Price equal to Ten Cents ($0.10) and a ceiling on the
Common Stock Purchase Price equal to Fifteen Cents ($0.15), as adjusted to
reflect forward and reverse stock splits. If one or more Subsequent Closings
occurs, the Common Stock Purchase Price, for purposes of such Subsequent
Closing, shall be no greater than the lesser of: (i) lowest Common Stock
Purchase Price determined at any prior Closing or (ii) the Common Stock Purchase
Price determined for such Subsequent Closing; and
(b) a warrant (collectively, the "WARRANTS") to purchase, at any time
prior to the fifth (5th) anniversary following the date of issuance of the
Warrant, a number of shares of Common Stock equal to fifty percent (50%) of the
number of Shares included within the Unit, at a price equal to fifty cents
($0.50) per share of Common Stock (the "WARRANT EXERCISE PRICE"). The shares of
Common Stock underlying each Warrant are referred to herein as the "WARRANT
SHARES."
Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Company's Confidential Private
Placement Memorandum, dated September 3, 2004 (as amended or supplemented, and
together with all documents and filings attached thereto, the "MEMORANDUM"). The
Units, the Shares, the Warrants and the Warrant Shares are sometimes referred to
collectively herein as the "SECURITIES."
In connection with this subscription, Subscriber and the Company agree
as follows:
1. PURCHASE AND SALE OF THE UNITS.
(a) The Company hereby agrees to issue and to sell to Subscriber, and
Subscriber hereby agrees to purchase from the Company, a number of Units at a
price equal to $10,000 per Unit (the "UNIT PRICE") and for the aggregate
subscription amount set forth on the signature page hereto. The form of Warrant
is as annexed to the Memorandum. Upon acceptance of this
Subscription Agreement by the Company, the Company shall issue and deliver to
Subscriber a share certificate and a warrant certificate evidencing the
applicable number of Shares and Warrants subscribed for against payment in U.S.
Dollars of the Purchase Price (as defined below).
(b) Subscriber has hereby delivered and paid concurrently herewith the
aggregate purchase price (the "PURCHASE PRICE") set forth on the signature page
hereof required to purchase the Units subscribed for hereunder which amount has
been paid in U.S. Dollars by cash, wire transfer or check, subject to
collection, to the order of "American Stock Transfer & Trust Company - IR
BioSciences Holdings, Inc. Escrow Account."
(c) Subscriber understands and acknowledges that this subscription is
part of a proposed placement by the Company of up to $1,700,000 of Units, which
offering is being made on a "best efforts" basis for a minimum of 120 Units (the
"MINIMUM OFFERING") and a maximum of 170 Units (the "MAXIMUM OFFERING").
Subscriber understands that payments hereunder as to the Minimum Offering will
be held in an escrow account established by the Company, and released to the
Company if the Minimum Offering is reached within the Offering Period (as
described in the Memorandum) or any extended period. If the Minimum Offering is
not obtained within the Offering Period or any extended period, the funds held
therein will be returned to the investors without interest or deduction.
2. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber represents and
warrants to the Company and Placement Agent as follows:
(a) Subscriber is an "accredited investor" as defined by Rule 501 under
the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of
evaluating the merits and risks of Subscriber's investment in the Company and
has the capacity to protect Subscriber's own interests.
(b) Subscriber understands that the Securities are not presently
registered, but Subscriber is entitled to certain rights with respect to the
registration of the Shares and Warrant Shares (see Section 5 below).
(c) Subscriber acknowledges and understands that the Securities are
being purchased for investment purposes and not with a view to distribution or
resale, nor with the intention of selling, transferring or otherwise disposing
of all or any part thereof for any particular price, or at any particular time,
or upon the happening of any particular event or circumstances, except selling,
transferring, or disposing the Securities made in full compliance with all
applicable provisions of the Act, the rules and regulations promulgated by the
Securities and Exchange Commission ("SEC") thereunder, and applicable state
securities laws; and that an investment in the Securities is not a liquid
investment.
(d) Subscriber acknowledges that the Securities must be held
indefinitely unless subsequently registered under the Act or unless an exemption
from such registration is available. Subscriber is aware of the provisions of
Rule 144 promulgated under the Act which permit limited resale of common stock
purchased in a private placement subject to the satisfaction of certain
conditions, including, among other things, the existence of a public market for
the common stock,
the availability of certain current public information about the Company, the
resale occurring not less than one year after a party has purchased and paid for
the security to be sold, the sale being effected through a "broker's
transaction" or in transactions directly with a "market maker" and the number of
shares of common stock being sold during any three-month period not exceeding
specified limitations.
(e) Subscriber acknowledges that Subscriber has had the opportunity to
ask questions of, and receive answers from the Company or any person acting on
its behalf concerning the Company and its business and to obtain any additional
information, to the extent possessed by the Company (or to the extent it could
have been acquired by the Company without unreasonable effort or expense)
necessary to verify the accuracy of the information received by Subscriber. In
connection therewith, Subscriber acknowledges that Subscriber has had the
opportunity to discuss the Company's business, management and financial affairs
with the Company's management or any person acting on its behalf. Subscriber has
received and reviewed the Memorandum, and all the information, both written and
oral, that it desires. Without limiting the generality of the foregoing,
Subscriber has been furnished with or has had the opportunity to acquire, and to
review: (i) copies of all of the Company's publicly available documents,
including but not limited to, those attached to the Memorandum, and (ii) all
information, both written and oral, that it desires with respect to the
Company's business, management, financial affairs and prospects. In determining
whether to make this investment, Subscriber has relied solely on Subscriber's
own knowledge and understanding of the Company and its business based upon
Subscriber's own due diligence investigations and the information furnished
pursuant to this paragraph. Subscriber understands that no person has been
authorized to give any information or to make any representations which were not
furnished pursuant to this paragraph and Subscriber has not relied on any other
representations or information.
(f) Subscriber has all requisite legal and other power and authority to
execute and deliver this Subscription Agreement and to carry out and perform
Subscriber's obligations under the terms of this Subscription Agreement. This
Subscription Agreement constitutes a valid and legally binding obligation of
Subscriber, enforceable in accordance with its terms, and subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
general principals of equity, whether such enforcement is considered in a
proceeding in equity or law.
(g) Subscriber has carefully considered and has discussed with the
Subscriber's professional legal, tax, accounting and financial advisors, to the
extent the Subscriber has deemed necessary, the suitability of this investment
and the transactions contemplated by this Subscription Agreement for the
Subscriber's particular federal, state, local and foreign tax and financial
situation and has determined that this investment and the transactions
contemplated by this Subscription Agreement are a suitable investment for the
Subscriber. Subscriber relies solely on such advisors and not on any statements
or representations of the Company or any of its agents. Subscriber understands
that Subscriber (and not the Company) shall be responsible for Subscriber's own
tax liability that may arise as a result of this investment or the transactions
contemplated by this Subscription Agreement.
(h) This Subscription Agreement and the Confidential Purchase
Questionnaire accompanying this Subscription Agreement does not contain any
untrue statement of a material fact or omit any material fact concerning
Subscriber.
(i) There are no actions, suits, proceedings or investigations pending
against Subscriber or Subscriber's properties before any court or governmental
agency (nor, to Subscriber's knowledge, is there any threat thereof) which would
impair in any way Subscriber's ability to enter into and fully perform
Subscriber's commitments and obligations under this Subscription Agreement or
the transactions contemplated hereby.
(j) The execution, delivery and performance of and compliance with this
Subscription Agreement and the issuance of the Securities will not result in any
material violation of, or conflict with, or constitute a material default under,
any of Subscriber's articles of incorporation or bylaws, if applicable, or any
of Subscriber's material agreements nor result in the creation of any mortgage,
pledge, lien, encumbrance or charge against any of the assets or properties of
Subscriber or the Securities.
(k) Subscriber acknowledges that the Securities are speculative and
involve a high degree of risk and that Subscriber can bear the economic risk of
the purchase of the Securities, including a total loss of his/her/its
investment.
(l) Subscriber acknowledges that he/she/it has carefully reviewed and
considered the risk factors discussed in the "Risk Factors" section of the
Memorandum.
(m) Subscriber recognizes that no federal, state or foreign agency has
recommended or endorsed the purchase of the Securities.
(n) Subscriber is aware that the Securities are and will be, when
issued, "restricted securities" as that term is defined in Rule 144 of the
general rules and regulations under the Act.
(o) Subscriber understands that any and all certificates representing
the Securities and any and all securities issued in replacement thereof or in
exchange therefor shall bear the following legend or one substantially similar
thereto, which Subscriber has read and understands:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
AVAILABLE."
(p) In addition, the certificates representing the Securities, and any
and all securities issued in replacement thereof or in exchange therefor, shall
bear such legend as may be required by the securities laws of the jurisdiction
in which Subscriber resides.
(q) Because of the restrictions imposed on resale, Subscriber
understands that the Company shall have the right to note stop-transfer
instructions in its stock transfer records, and Subscriber has been informed of
the Company's intention to do so. Any sales, transfers, or any other
dispositions of the Securities by Subscriber, if any, will be in compliance with
the Act.
(r) Subscriber acknowledges that Subscriber has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Securities and of making an
informed investment decision.
(s) Subscriber represents that: (i) Subscriber is able to bear the
economic risks of an investment in the Securities and to afford the complete
loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to
have the capacity to protect his/her/its own interests in connection with this
subscription; or (B) Subscriber has a pre-existing personal or business
relationship with either the Company or any affiliate thereof of such duration
and nature as would enable a reasonably prudent purchaser to be aware of the
character, business acumen and general business and financial circumstances of
the Company or such affiliate and is otherwise personally qualified to evaluate
and assess the risks, nature and other aspects of this subscription.
(t) Subscriber further represents that the address set forth below is
his/her principal residence (or, if Subscriber is a company, partnership or
other entity, the address of its principal place of business); that Subscriber
is purchasing the Securities for Subscriber's own account and not, in whole or
in part, for the account of any other person; Subscriber is purchasing the
Securities for investment and not with a view to resale or distribution; and
that Subscriber has not formed any entity for the purpose of purchasing the
Securities.
(u) Subscriber understands that the Company shall have the
unconditional right to accept or reject this subscription, in whole or in part,
for any reason or without a specific reason, in the sole and absolute discretion
of the Company (even after receipt and clearance of Subscriber's funds). This
Subscription Agreement is not binding upon the Company until accepted by an
authorized officer of the Company. In the event that the subscription is
rejected, then Subscriber's subscription funds will be returned without interest
thereon or deduction therefrom.
(v) Subscriber has not been furnished with any oral representation or
oral information in connection with the offering of the Securities that is not
contained in the Memorandum and this Subscription Agreement.
(w) Subscriber represents that Subscriber is not subscribing for
Securities as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over the Internet, television or radio or presented at any seminar or
meeting.
(x) Subscriber has carefully read this Subscription Agreement and the
Memorandum, and Subscriber has accurately completed the Confidential Purchaser
Questionnaire which accompanies this Subscription Agreement.
(y) No representations or warranties have been made to Subscriber by
the Company, or any officer, employee, agent, affiliate or subsidiary of the
Company, other than the representations of the Company contained herein, and in
subscribing for the Securities the Subscriber is not relying upon any
representations other than those contained in the Memorandum or in this
Subscription Agreement.
(z) Subscriber represents and warrants, to the best of its knowledge,
that other than the Placement Agent, no finder, broker, agent, financial advisor
or other intermediary, nor any purchaser representative or any broker-dealer
acting as a broker, is entitled to any compensation in connection with the
transactions contemplated by this Subscription Agreement.
(aa) Subscriber represents and warrants that Subscriber has: (i) not
distributed or reproduced the Memorandum, in whole or in part, at any time,
without the prior written consent of the Company and the Placement Agent, (ii)
kept confidential the existence of the Memorandum and the information contained
therein or made available in connection with any further investigation of the
Company and (iii) refrained and shall refrain from trading in the
publicly-traded securities of the Company or any other relevant company for so
long as such recipient has been in possession of the material non-public
information contained in the Memorandum.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to Subscriber as follows:
(a) The Company is duly organized and validly exists as a corporation
in good standing under the laws of the State of Delaware.
(b) The Company has all such corporate power and authority to enter
into, deliver and perform this Subscription Agreement.
(c) All necessary corporate action has been duly and validly taken by
the Company to authorize the execution, delivery and performance of this
Subscription Agreement by the Company, and the issuance and sale of the
Securities to be sold by the Company pursuant to this Subscription Agreement.
This Subscription Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.
(d) In addition to the foregoing, Subscriber shall be entitled to rely
on all of the representations and warranties made by the Company to the
Placement
Agent in that certain Placement Agency Agreement, as the same may be amended,
entered into between the Placement Agent and the Company in connection with the
Offering as if such representations and warranties were made directly to the
Subscriber.
4. INDEMNIFICATION. Subscriber agrees to indemnify and hold harmless the
Company, the Placement Agent, and their respective officers, directors,
employees, shareholders, agents representatives and affiliates, and any person
acting on behalf of the Company or Placement Agent, from and against any and all
damage, loss, liability, cost and expense (including reasonable attorneys' fees)
which any of them may incur by reason of the failure by Subscriber to fulfill
any of the terms and conditions of this Subscription Agreement, or by reason of
any breach of the representations and warranties made by Subscriber herein, or
in any other document provided by Subscriber to the Company. All
representations, warranties and covenants of each of Subscriber and the Company
contained herein shall survive the acceptance of this subscription.
5. REGISTRATION RIGHTS; ANTI-DILUTION RIGHTS. In consideration of the investment
in the Company described in this Agreement and the Memorandum, the Company
hereby grants to the Subscriber the registration rights and anti-dilution rights
set forth on ANNEX A and ANNEX B, respectively, attached hereto.
6. MISCELLANEOUS.
(a) Subscriber agrees not to transfer or assign this Subscription
Agreement or any of Subscriber's interest herein and further agrees that the
transfer or assignment of the Securities acquired pursuant hereto shall be made
only in accordance with all applicable laws.
(b) Subscriber agrees that Subscriber cannot cancel, terminate, or
revoke this Subscription Agreement or any agreement of Subscriber made
hereunder, and this Subscription Agreement shall survive the death or legal
disability of Subscriber and shall be binding upon Subscriber's heirs,
executors, administrators, successors, and permitted assigns.
(c) Subscriber has read and has accurately completed this entire
Subscription Agreement.
(d) This Subscription Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and may be amended
only by a written execution by all parties.
(f) Subscriber acknowledges that it has been advised to consult with
his/her/its own attorney regarding this subscription and Subscriber has done so
to the extent that Subscriber deems appropriate.
(g) Any notice or other document required or permitted to be given or
delivered to the Subscriber shall be in writing and sent: (i) by fax if the
sender on the same day sends a confirming copy of such notice by a recognized
overnight delivery service (charges prepaid), or (b) by registered or certified
mail with return receipt requested (postage prepaid) or (c) by a recognized
overnight delivery service (with charges prepaid).
If to the Company, at:
IR BioSciences Holdings, Inc.
4021 N. 75th Street, Suite 201
Scottsdale, Arizona 85251
Attn: Andrew Goldrich
Tel: (480) 922-3926; Fax: (480) 222-3295
If to the Subscriber, at its address set forth on the
signature page to this Subscription Agreement, or such other address as it shall
have specified to the Company in writing, with a copy (which shall not
constitute notice) to each of the following:
Joseph Stevens & Company, Inc.
59 Maiden Lane, 32nd Floor
New York, NY 10038
Attn: Joseph Sorbara
Tel: (212) 361-3020, Fax: (212) 361-3333
and
Ellenoff Grossman & Schole LLP
370 Lexington Avenue, 19th Floor
New York, NY 10017-6503
Attn: Stuart Neuhauser, Esq.
Tel: (212) 370-1300; Fax: (212) 370-7889
(h) Failure of the Company to exercise any right or remedy under this
Subscription Agreement or any other agreement between the Company and the
Subscriber, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.
(i) This Subscription Agreement shall be enforced, governed and
construed in all respects in accordance with the laws of the State of New York,
as such laws are applied by the New York courts except with respect to the
conflicts of law provisions thereof, and shall be binding upon the Subscriber,
the Subscriber's heirs, estate, legal representatives, successors and assigns
and shall inure to the benefit of the Company, its successors and assigns.
(j) Any legal suit, action or proceeding arising out of or relating to
this Subscription Agreement or the transactions contemplated hereby shall be
instituted exclusively in New York Supreme Court, County of New York, or in the
United States District Court for the Southern District of New York. The parties
hereto hereby: (i) waives any objection which they may now have or hereafter
have to the venue of any such suit, action or proceeding, and (ii) irrevocably
consents to the jurisdiction of the New York Supreme Court, County of New York,
and the United States District Court for the Southern District of New York in
any such suit, action or proceeding. The parties further agree to accept and
acknowledge service of any and all process
which may be served in any such suit, action or proceeding in the New York
Supreme Court, County of New York, or in the United States District Court for
the Southern District of New York and agree that service of process upon a party
mailed by certified mail to such party's address shall be deemed in every
respect effective service of process upon such party in any such suit, action or
proceeding.
(k) If any provision of this Subscription Agreement is held to be
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed modified to conform with such statute or rule of law.
Any provision hereof that may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provisions hereof.
(l) The parties understand and agree that money damages would not be a
sufficient remedy for any breach of the Subscription Agreement by the Company or
the Subscriber and that the party against which such breach is committed shall
be entitled to equitable relief, including injunction and specific performance,
as a remedy for any such breach. Such remedies shall not be deemed to be the
exclusive remedies for a breach by either party of the Subscription Agreement
but shall be in addition to all other remedies available at law or equity to the
party against which such breach is committed.
(m) All pronouns and any variations thereof used herein shall be deemed
to refer to the masculine, feminine, singular or plural, as identity of the
person or persons may require.
(n) This Subscription Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
[Signature Pages Follow]
SIGNATURE PAGE FOR INDIVIDUALS:
IN WITNESS WHEREOF, Subscriber has caused this Subscription Agreement
to be executed as of the date indicated below.
$
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Purchase Price Number of Units
- --------------------------------------
Print or Type Name
- --------------------------------------
Signature
- --------------------------------------
Date
- --------------------------------------
Social Security Number (if applicable)
- ------------------------------------------------------------------------------
Address
Please check if applicable and include co-owner's information below (name,
address, social security number):
Joint Tenancy Tenants in Common
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S-1
PARTNERSHIPS, CORPORATIONS OR OTHER ENTITIES:
IN WITNESS WHEREOF, Subscriber has caused this Subscription Agreement
to be executed as of the date indicated below.
$
----------------------------------- -----------------------------
Purchase Price Number of Units
- ------------------------------------
Print or Type Name of Entity
- --------------------------------------------------------------------------------
Address
- ------------------------------------ ------------------------------------
Taxpayer I.D. No. (if applicable) Date
- ------------------------------------ ------------------------------------
Signature Print or Type Name and Indicate
Title or Position with Entity
S-1
IN WITNESS WHEREOF, the Company has caused this Subscription Agreement
to be executed, and the foregoing subscription accepted, as of the date
indicated below.
IR BIOSCIENCES HOLDINGS, INC.
By:
---------------------------------
Name:
Title:
Date: , 2004
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S-2
SCHEDULE OF INVESTORS FOR SECOND CLOSING
Common
Name of Investor Shares Warrants
- ---------------------------- ------- --------
Richard Ackner 80,000 40,000
- ---------------------------- ------- -------
Jason J Aiello &
Rachel Aiello JT WROS 80,000 40,000
- ---------------------------- ------- -------
Richard B Aronson 80,000 40,000
- ---------------------------- ------- -------
Richard E Beattie 160,000 80,000
- ---------------------------- ------- -------
John J Bender 80,000 40,000
- ---------------------------- ------- -------
Lester B Boelter 600,000 300,000
- ---------------------------- ------- -------
Elliot Braun 200,000 100,000
- ---------------------------- ------- -------
Robert Burkhardt 160,000 80,000
- ---------------------------- ------- -------
William Crowell &
Patricia Crowell JT WROS 80,000 40,000
- ---------------------------- ------- -------
Edward Duffy 80,000 40,000
- ---------------------------- ------- -------
Franz Family Trust
D/T/D 8/16/02
David Franz & Nicole Franz
TTEES 80,000 40,000
- ---------------------------- ------- -------
Bernie Gallas 120,000 60,000
- ---------------------------- ------- -------
William M Goldstein 100,000 50,000
- ---------------------------- ------- -------
Mark Hellner 320,000 160,000
- ---------------------------- ------- -------
Michael Hennessy 80,000 40,000
- ---------------------------- ------- -------
A-1
Common
Name of Investor Shares Warrants
- ---------------------------- ------- --------
Joel Katz 200,000 100,000
- ---------------------------- ------- -------
Michael Kramm &
Doris Kramm JT WROS 80,000 40,000
- ---------------------------- ------- -------
Indy S Kullar 120,000 60,000
- ---------------------------- ------- -------
David Bruce Laughton 80,000 40,000
- ---------------------------- ------- -------
Myron A Leon 80,000 40,000
- ---------------------------- ------- -------
Dwight E Long 240,000 120,000
- ---------------------------- ------- -------
George F McCabe Jr
Family Trust
DTD 2/11/98
George F McCabe TTEE 200,000 100,000
- ---------------------------- ------- -------
James L McCormack
3355 Fruitvale RD
Lincoln, CA 95648 80,000 40,000
- ---------------------------- ------- -------
John Kevin McCrary 80,000 40,000
- ---------------------------- ------- -------
E Scott Millbury 80,000 40,000
- ---------------------------- ------- -------
John Richard Miller 400,000 200,000
- ---------------------------- ------- -------
Sanford J Miller &
Babette D Miller JT WROS 200,000 100,000
- ---------------------------- ------- -------
Enrico Monaco 120,000 60,000
- ---------------------------- ------- -------
A-2
Common
Name of Investor Shares Warrants
- ---------------------------- ------- --------
James Mulryan &
Maureen Mulryan JT WROS 80,000 40,000
- ---------------------------- ------- -------
Allen Notowitz 80,000 40,000
- ---------------------------- ------- -------
Paul B Poulsen &
Kathleen J Poulsen JT WROS 160,000 80,000
- ---------------------------- ------- -------
Progressive Ins Services,
Inc Money Purchase
Pension Plan
Russell E Davis TTEE 80,000 40,000
- ---------------------------- ------- -------
Palangat Radhakrishnan &
Devika Radhakrishnan JT WROS 200,000 100,000
- ---------------------------- ------- -------
Frank Restivo 80,000 40,000
- ---------------------------- ------- -------
Delaware Charter Guarantee &
Trust Co.
FBO Stanley Riggins IRA 80,000 40,000
- ---------------------------- ------- -------
Paul Sallwasser &
Teri Sallwasser JT WROS 160,000 80,000
- ---------------------------- ------- -------
Barry Saxe 320,000 160,000
- ---------------------------- ------- -------
Ronald S Sheldon Self
Directed Profit Sharing
Plan & Trust
Ronald S Sheldon TTEE 160,000 80,000
- ---------------------------- ------- -------
A-3
Common
Name of Investor Shares Warrants
- ---------------------------- ------- --------
Delaware Charter Guarantee &
Trust Co FBO Stanley Sides
IRA 160,000 80,000
- ---------------------------- ------- -------
Claire Spooner 80,000 40,000
- ---------------------------- ------- -------
Henry Steinberg 80,000 40,000
- ---------------------------- ------- -------
Daniel C Strum 160,000 80,000
- ---------------------------- ------- -------
Frank Sylva 80,000 40,000
- ---------------------------- ------- -------
Michael Van Petten 80,000 40,000
- ---------------------------- ------- -------
John Wechsler 100,000 50,000
- ---------------------------- ------- -------
A-4