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SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

SEC Follow Up Exhibits Part C SEC_OEA_FCIC_001760-2501

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Table of Contents<br />

based on the higher of (A) the fair market value of the Warrants exchanged and (B) a computation of the option value of the Warrants<br />

using a Black-Scholes methodology divided by (2) the lower of (A) $100,000 or (B) the fair market value of a share of the Series G<br />

Preferred Stock. The Warrant issued to Corsair contains a limitation on the maximum number of shares of Series G Preferred Stock<br />

such that upon exchange, assuming the conversion of such shares of Series G Preferred Stock into shares of Common Stock, Corsair<br />

would not have beneficial ownership of 10% or more of the outstanding shares of a class of voting securities of the Company.<br />

Transfer Restrictions<br />

The Warrants are subject to transfer restrictions as set forth in the applicable investment agreement, a form of which was filed<br />

with the <strong>SEC</strong> as an exhibit to Form 8-K on April 23, 2008 and subsequently amended by the First Amendment to the Investment<br />

Agreement, which was filed with the <strong>SEC</strong> as an exhibit to Form 8-K on May 8, 2008 (the “Investment Agreement”). Additionally, in<br />

the case of the Warrant issued to Corsair, prior to receipt of the Stockholder Approvals relating to the Warrants and any applicable<br />

regulatory approval, Corsair may transfer its Warrant only to us, in a widely distributed public offering, to a person acquiring at least a<br />

majority of our voting securities or to persons that Corsair reasonably believes would not own more than 2% of our common stock or<br />

any class of our voting securities after such transfer.<br />

Registration of the Warrants<br />

The Warrants have not been registered and bear a legend specifying that such securities may not be transferred, sold or otherwise<br />

disposed of unless a registration statement relating to such securities is in effect under applicable federal and state securities laws or<br />

pursuant to an available exemption from registration. Under the Investment Agreement and certain purchase agreements entered into<br />

with certain other investors who received Warrants in the equity investment transactions described above, we have agreed to file a<br />

registration statement covering such securities with the <strong>SEC</strong> no later than six months after the closing date of the issuance of such<br />

securities.<br />

S-23

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