Unassociated Document


    PURCHASE
      AND RELEASE AGREEMENT

    


    THIS
      PURCHASE AND RELEASE AGREEMENT
      (“Agreement”) is made as of November 2, 2007 by and among Proxim Wireless
      Corporation, a Delaware corporation (the “Company”), the persons set
      forth on the signature pages affixed hereto (each an “Investor” and
      collectively the “Investors”), and the affiliates of the Investors set
      forth on the signature pages hereto (each, a “Joining Party” and
      collectively the “Joining Parties”).

    


    RECITALS

    


    A.           The
      Company wishes to purchase from the Investors, and the Investors wish to sell
      to
      the Company, upon the terms and conditions stated in this Agreement, an
      aggregate of 555,000 shares (the “Stock”) of the Company’s common stock,
      par value $0.01 per share (the “Common Stock”), at purchase price of
      $1.70 per share, which Common Stock was sold by the Company to the Investors
      pursuant to a Purchase Agreement, dated as of July 19, 2007 (the “Original
      Purchase Agreement”), among the Company and the other parties to the
      Original Purchase Agreement (including, without limitation, the
      Investors).  Capitalized terms used in this Agreement without
      definition have the meanings given to those terms in the Original Purchase
      Agreement.

    


    B.           As
      a condition precedent to the Company’s purchase of the Stock from the Investors,
      the Investors will return to the Company for cancellation warrants to purchase
      an aggregate of 300,000 shares of Common Stock (the
“Warrants”).

    


    In
      consideration of the mutual promises
      made herein and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1.           SALE
      OF STOCK.  Each Investor hereby sells to Company, and Company
      hereby pur­chases from each Investor, the number of shares of Common Stock
      set forth opposite the Investor’s name on the signature pages attached hereto
      for the purchase price set forth opposite the Investor’s name on the signature
      pages attached hereto.  The aggregate purchase price for all the Stock
      is Nine Hundred Forty-Three Thousand Five Hundred and 00/100 Dollars
      ($943,500.00) (the “Purchase Price”).

    


    2.           DELIVERABLES.

    


    (a)           No
      later than November 16, 2007, the Investors shall deliver to Foley Hoag LLP,
      in
      trust, (i) the original certificates, registered in the names of the Investors,
      representing the Stock, (ii) a Medallion Guaranteed stock power for each
      certificate in the form and completed as reasonably requested by the Company,
      and (ii) the original warrant certificates set forth opposite the Investors’
names on the signature pages attached hereto, with instructions that such
      materials are to be held for release to the Company only upon payment in full
      of
      the Purchase Price to the Investors by the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)           Upon
      such receipt by Foley Hoag LLP of all of the materials described in and in
      accordance with Section 2(a) above, the Company shall promptly, but no more
      than
      three Business Days thereafter, cause a wire transfer in same day funds to
      be
      sent to the account of the Investors as instructed in writing by the Investors,
      in an amount representing such Investor’s pro rata portion of the Purchase Price
      as set forth on the signature pages to this Agreement.  Upon
      initiation of the wire transfer(s), the Company will so notify Foley Hoag LLP
      in
      writing, and Foley Hoag LLP shall then be authorized to release, and shall
      then
      release, to the Company the materials delivered to Foley Hoag LLP by the
      Investors pursuant to Section 2(a) above.

    


    (c)           If
      the Investors fail to deliver all the materials described in and in accordance
      with Section 2(a) above on or before November 16, 2007, then each of the
      Investors hereby specifically agrees and acknowledges that the Company is
      authorized (but not required) to authorize and direct its transfer agent to
      cancel any and all certificates representing any of the Stock, in which case
      the
      Stock shall no longer be outstanding and the Investors shall no longer be or
      have any rights as stockholders of the Company.  If the Company does
      so direct its transfer agent, the Company shall, within three Business Days
      after receiving confirmation that the Stock has been cancelled and is no longer
      outstanding, cause a wire transfer in same day funds to be sent to the account
      of the Investors as instructed in writing by the Investors, in an amount
      representing such Investor’s pro rata portion of the Purchase Price as set forth
      on the signature pages to this Agreement.  Upon initiation of those
      wire transfer(s), the Warrants shall be immediately cancelled and declared
      void
      without the need to surrender the original Warrants.

    


    3.           REPRESENTATIONS,
      WARRANTIES, AND COVENANTS OF INVESTORS.  The Investors jointly and
      severally represent, warrant, and covenant to the Company as
      follows:

    


    (a)           Each
      Investor is the sole owner, both of record and beneficially, of the number
      of
      shares of Common Stock set forth opposite the Investor’s name on the signature
      pages attached hereto, and such Common Stock is the only Common Stock owned,
      directly or indirectly, beneficially or of record, by such Investor or which
      such Investor has the right to acquire directly or indirectly through the
      exercise of warrants, options, or any other arrangement (other than the Warrants
      and other than the shares of Common Stock described on Schedule A to this
      Agreement (the “Retained Shares”)).  The Stock being purchased
      by the Company pursuant to this Agreement are the shares of Common Stock that
      were issued to the Investors pursuant to the Original Purchase
      Agreement.  The Stock is free and clear of all voting agreements or
      restrictions, rights of first refusal, co-sale rights, security interests,
      liens, pledges, claims, options, charges, assessments of any kind whatsoever,
      other encumbrances, or any other interests of any third party.

    


    (b)           Each
      Investor has full power, right, and authority to enter into and perform this
      Agreement and to sell the Stock to the Company without
      restriction.  Each Investor has taken all requisite action on the part
      of the Investor, its officers, directors, managers, members, and stockholders
      necessary for (i) the authorization, execution, and delivery of this Agreement
      and (ii) the performance of all obligations of each Investor
      hereunder.  This Agreement constitutes the legal, valid and binding
      obligation of each Investor, enforceable against each Investor in accordance
      with its terms.  The Company will, pursuant to this Agree­ment,
      acquire good and valid title to the Stock free and clear of any and all
      interests of any third party.


    
      
         

      

      
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    (c)           The
      execution and delivery of this Agreement by each Investor does not and will
      not
      conflict with or result in any violation of or default under (with or without
      notice or lapse of time or both) any contract or other agreement or any
      judgment, order, law, rule or regulation applicable to any Investor or any
      of
      their properties or assets.  No consent, approval, or authorization
      of, or registration, declaration or filing with, any person or entity is
      required in connection with the execution, delivery, or performance of this
      Agreement by each Investor.

    


    (d)           Each
      Investor has such knowledge and experience in financial and business matters
      in
      general and investments in particular so that each Investor is able to evaluate
      the merits and risks of entering into this Agreement.  Each Investor
      has had a sufficient opportunity to consider the transactions contemplated
      by
      this Agreement and to request and receive all information related to the Company
      desired by each Investor and to ask questions of and receive answers from the
      Company regarding the Company and its business.  Each Investor has
      received such information as it considers necessary or appropriate for deciding
      whether to enter into this Agreement.  Each Investor has made its own
      investigation concerning the advisability of entering into this
      Agreement.  Each Investor has consulted with and obtained advice from
      its individual legal, tax, financial, and other advisors to the extent each
      Investor has desired.  Each Investor is an “accredited investor” as
      defined in Rule 501(a) of Regulation D, as amended, under the Securities Act
      of
      1933.  NO INVESTOR IS RELYING ON ANY REPRESENTATIONS, WARRANTIES,
      AGREEMENTS, ADVICE, OR OTHER STATEMENTS, WRITTEN OR ORAL, FROM OR MADE BY OR
      ON
      BEHALF OF THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, OR
      AGENTS.

    


    (e)           No
      person or entity will have, as a result of the transactions contemplated by
      this
      Agreement, any right, interest, or claim against or upon the Company or any
      affiliate of the Company for any commission, fee or other compensation pursuant
      to any agreement, arrangement or understanding entered into by or on behalf
      of
      any Investor.

    


    4.           INDEMNIFICATION.  The
      Investors jointly and severally hereby agree to, and do hereby, indemnify and
      hold harmless the Company, and the Company’s stockholders, directors, officers,
      employees, and other agents, from, against and with respect to any and all
      loss
      or damage arising out of or due to any inaccuracy in, breach of, or
      noncompliance with any of any Investor’s representations, warranties, covenants,
      or other provisions of this Agreement.

    


    5.           AGREEMENTS
      WITH RESPECT TO COMPANY.  Each Investor and each Joining Party
      represents and warrants to the Company that, after the sale of the Stock and
      surrender of the Warrants to the Company as contemplated in this Agreement,
      no
      Investor or Joining Party owns, directly or indirectly, in record name or
      beneficially, any Company Stock (as that term is defined in Section 5(a) below)
      or any direct or indirect rights or options to acquire any Company Stock (other
      than the Retained Shares).  Each Investor and each Joining Party
      hereby agrees that, during the period commencing on the date hereof and ending
      on the day that is five (5) years after the date hereof, none of the Investors
      nor the Joining Parties nor any of their affiliates or associates (i) will
      directly or indirectly or (ii) will directly or indirectly solicit, request,
      advise, aid, assist, or encourage any other person or entity
      to:


    
      
         

      

      
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    (a)           in
      any way acquire, offer, or propose to acquire, or agree to acquire any Company
      Stock or any direct or indirect rights or options to acquire any Company Stock
      or any direct or indirect right to vote or direct the voting of any Company
      Stock, by proxy, contract, or otherwise.  For purposes of this
      Agreement, “Company Stock” means shares of any securities which are or
      may be entitled to vote, or any securities convertible into or exchangeable
      for
      any such voting securities, or any options, warrants, contractual rights, or
      other rights of any kind to acquire or vote any such voting securities or any
      securities convertible into or exchangeable for any such voting securities,
      of
      the Company;

    


    (b)           (i)
      form, join in, or in any other way participate in a “partnership, limited
      partnership, syndicate, or other group” within the meaning of Section 13(d)(3)
      of the Securities Exchange Act of 1934, as amended (the “1934 Act”); (ii)
      permit any other person to join a group of which one or more of the Investors
      or
      Joining Parties or any of their affiliates or associates is a member; or (iii)
      otherwise act in concert with any person, in each case either (a) for the
      purpose of violating or circumventing the provisions of this Agreement or (b)
      for the purpose of acquiring, holding, voting, or disposing of Company
      Stock;

    


    (c)           solicit
      proxies or written consents of stockholders with respect to Company Stock under
      any circumstances, or make, or in any way participate in, directly or
      indirectly, any “solicitation” of any “proxy” to vote any shares of Company
      Stock, or become a “participant” in any “solicitation” (as such terms are used
      or defined in Regulation 14A promulgated under the General Rules and Regulations
      under the 1934 Act) whether or not relating to the election or removal of
      directors of the Company, or otherwise act in concert with others to seek to
      control or influence in any manner the management, the board of directors
      (including the composition thereof), or the business, operations or affairs
      of
      the Company;

    


    (d)           seek
      to call, or to request the call of, a special meeting of stockholders of the
      Company;

    


    (e)           submit
      or propose for consideration at any meeting of the Company’s stockholders one or
      more stockholder proposals, as described in Rule 14a-8 under the 1934 Act or
      otherwise;

    


    (f)           in
      any manner acquire, agree to acquire, make any proposal to acquire, or announce
      or disclose any intention to make a proposal to acquire, directly or indirectly,
      whether by purchase, tender or exchange offer, through the acquisition of
      control of another person, by joining a “partnership, limited partnership,
      syndicate, or other group” (within the meaning of Section 13(d)(3) of the 1934
      Act) or otherwise (i) any substantial portion of the assets of the Company
      or
      (ii) any Company Stock;

    


    (g)           make
      a proposal or bid with respect to, announce or disclose any intention to propose
      to enter into, publicly make or disclose, cause to be made or disclosed publicly
      or facilitate the making public or public disclosure of any proposal or bid
      with
      respect to, any merger, consolidation, other business combination,
      restructuring, recapitalization, or other extraordinary transaction involving
      the Company or any of its subsidiaries;

    



    
      
         

      

      
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    (h)           institute
      any claim, action, cause of action, suit, administrative action, or proceeding
      of any kind, including, without limitation, any federal, state or other
      governmental proceeding of any kind, against the Company or any of its former,
      present, or future directors, officers, employees, representatives or agents
      (hereinafter collectively referred to as a “Cause of Action”), or
      solicit, advise, encourage, aid or assist, directly or indirectly, any person
      or
      entity in bringing any such Cause of Action;

    


    (i)           effect
      or agree to effect any short sale, whether or not against the box, establish
      any
“put equivalent position” (as defined in Rule 16a-1(h) under the 1934 Act) with
      respect to the Common Stock, grant any other right (including, without
      limitation, any put or call option) with respect to the Common Stock or with
      respect to any security that includes, relates to, or derives any significant
      part of its value from the Common Stock, or otherwise seek to hedge any position
      in or relating to the Common Stock; or

    


    (j)           make
      public, or cause or assist any other person to make public (including by
      disclosure to any journalist, other representative of the media, or securities
      analyst) any request for any waiver or amendment of any provision of this
      Agreement or the taking of any action restricted hereby.

    


    Notwithstanding
      the foregoing provisions of this Section 5, nothing in this Section 5 shall
      restrict the right of the Investors and Joining Parties (i) to vote, by
      themselves not acting in a group with other entities and without publicity,
      the
      Retained Shares in any manner the Investors or Joining Parties deem appropriate
      or (ii) to sell the Retained Shares, in each case subject to any applicable
      securities and other laws.

    


    6.           GENERAL
      RELEASE.

    


    (a)           Except
      for obligations specifically set forth in this Agreement, each of the Investors,
      for itself and its affiliated companies and its and their legal successors,
      assigns, officers, directors, partners, members, shareholders, agents, servants
      and employees, hereby releases and forever discharges the Company and its
      affiliated companies and its and their legal successors, assigns, officers,
      directors, partners, members, shareholders, affiliates, agents, servants and
      employees (collectively, the “Released Company Parties”), of and from any
      and all claims, rights, debts, liabilities, obligations, and causes of action
      of
      any kind or nature, whether known or unknown, which any Investor ever had,
      now
      has, or may hereafter have, against any of the Released Company Parties, arising
      out of, based upon, or relating to any act, omission, event, matter or thing
      relating to, in connection with, or arising from the Stock, the Original
      Purchase Agreement, the Warrants, the Registration Rights Agreement, or any
      actions, omissions, advice, statements, communications, representations, or
      agreements given, provided, made, taken, or omitted by or on behalf of any
      of
      the Released Company Parties in connection with or relating to the Stock, the
      Original Purchase Agreement, the Warrants, or the Registration Rights Agreement
      (collectively, the “Released Matters”).  Without limiting the
      generality of the foregoing, each of the Investors specifically agrees and
      acknowledges that it no longer has any rights under the Original Purchase
      Agreement, the Warrants, or the Registration Rights Agreement and shall no
      longer be treated as a party to any of those agreements.


    
      
         

      

      
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    (b)           Each
      of the Investors understands and agrees that Section 6(a) is a full and final
      release covering all known as well as unknown or unanticipated debts, claims,
      or
      damages it may have against the Released Company Parties in connection with
      the
      Released Matters.  Therefore, each of the Investors hereby waives any
      and all rights or benefits which it may now have, or in the future may have,
      under the terms of Section 1542 of the California Civil Code which provides
      as
      follows (or any other statute or common law principle with a similar
      effect):

    


    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.

    


    (c)           Nothing
      in this Agreement shall constitute any admission of liability by any
      party.

    


    (d)           Each
      of the Investors covenants and agrees that neither it nor its successors,
      assigns, affiliates, subsidiaries, related entities, directors, officers,
      shareholders, managers, partners, agents, attorneys, members, and employees
      will
      hereafter commence, maintain, or prosecute any lawsuit, proceeding, or other
      action at law or otherwise, or assert any claim or charge, against any of the
      Released Company Parties arising out of or relating to any of the Released
      Matters.

    (e)           Each
      of the Investors represents and warrants that it has not sold, assigned,
      granted, or transferred (or purported to sell, assign, grant, or transfer),
      in
      whole or in part, to any person, company or other entity any interest in any
      of
      the claims, demands, debts, liabilities, actions, or causes of action it is
      releasing pursuant to this Agreement.

    


    (f)           Each
      of the Investors, for itself and its affiliated companies and its and their
      officers, directors, partners, managers, members, agents, and employees, agrees
      (i) not to make any written or oral disparaging or otherwise negative remarks
      about the Company or its affiliates, officers, directors, partners, members,
      agents, and employees and (ii) not to make any written or oral statements about
      its reasons for entering into this Agreement (except to the extent required
      by
      applicable law).  The Company, for itself and its affiliated companies
      and its and their officers, directors, partners, members, agents, and employees,
      agrees (i) not to make any written or oral disparaging or otherwise negative
      remarks about the Investors or their affiliates, officers, directors, partners,
      members, agents, and employees and (ii) not to make any written or oral
      statements about its reasons for entering into this Agreement (except to the
      extent required by applicable law).

    


    7.           MISCELLANEOUS.

    


    (a)           This
      Agreement is intended by the parties hereto as a final, complete and exclusive
      expression of their agreement with respect to the subject matter
      hereof.  No modification or waiver of any of the provisions of this
      Agreement shall be valid unless in writing and signed by the party against
      whom
      the same is sought to be enforced.


    
      
         

      

      
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    (b)           This
      Agreement shall apply to, and shall be binding in all respects upon, and shall
      inure to the benefit of, the respec­tive heirs, executors, administrators,
      successors, assigns and legal representatives of the parties
      hereto.

    


    (c)           The
      parties hereto agree to execute and deliver to the other party hereto such
      other
      documents and to do such other acts or things, all as the other party hereto
      may
      at any time now or hereafter reasonably request for the purpose of carrying
      out
      the intent of this Agreement (including without limitation Section
      2(c)).

    


    (d)           Each
      of the Investors and the Company agrees that no single party shall be deemed
      to
      have drafted this Agreement and that this Agreement is the product of the
      collaborative effort of the parties and their counsel.

    


    (e)           Each
      of the Investors and the Company acknowledges, agrees, and specifically
      represents and warrants to the other parties that it has fully read this
      Agreement, has received (or had the opportunity to receive) independent legal
      advice with respect to the meaning, and advisability of executing and entering
      into, this Agreement, and fully understands its effect.

    


    (f)           Each
      of the Investors and the Company represents and warrants that (i) no promise
      or
      inducement has been offered or made for the execution of this Agreement except
      as set forth in this Agreement and (ii) this Agreement is being executed without
      reliance on any statements or any representations not contained in this
      Agreement.

    


    (g)           In
      the event that any provision of this Agreement is determined by a court of
      competent jurisdiction to be unenforceable against any of the parties hereto
      for
      any reason or to any extent, this Agreement shall not be rendered void but
      any
      such provisions shall be deemed amended to apply to the maximum extent as such
      court may judicially determine or indicate to be
      enforceable.  Alternatively, if the court finds that any provision in
      this Agreement is unenforceable and such provision cannot be amended so as
      to
      make it enforceable in any application or to any extent, all remaining
      provisions of this Agreement shall not be affected and shall be given full
      force
      and effect without regard to the invalid or unenforceable
      provisions.  Notwithstanding the foregoing two sentences, in no event
      shall this Agreement be severable if the effect of an invalid or unenforceable
      provision would cause the Agreement to fail of its substantial
      purpose.

    


    (h)           This
      Agreement may be executed in one or more counterparts, any one of which need
      not
      contain the signatures of more than one party, but all such counterparts taken
      together, if executed by one or more parties hereto, shall constitute one and
      the same agreement.  This Agreement may be executed by facsimile
      signature or electronic exchanges of documents bearing a scanned signature,
      and
      a facsimile or copy of a signature is valid as an original.

    


    (i)           If
      any Investor or Joining Party breaches or threatens to breach any of the
      representations, warranties, covenants, or other obligations set forth in this
      Agreement, the Company, in addition to its right to damages and any other rights
      it may have, shall be entitled to obtain injunctive and other equitable relief
      to restrain any breach or threatened breach or otherwise to specifically enforce
      the provisions of this Agreement, it being agreed that money


    
      
         

      

      
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    damages
      alone would be inadequate to compensate the Company and would be an inadequate
      remedy for such breach or threatened breach, all without the need of posting
      any
      bond or other security and without proving actual damages.

    


    (j)           This
      Agreement shall be interpreted, enforced and governed by the laws of the State
      of Delaware without regard to principles of conflict of laws.

    


    [signature
      page follows]

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

    


    
      	
              The
                Company:

            	
              PROXIM
                WIRELESS CORPORATION

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
               /s/
                Robert E. Fitzgerald

            
	 	
              Name:

            	
              Robert
                E. Fitzgerald

            
	 	
              Title:

            	
               Chief
                Executive Officer

            


    

    


    


    



    
      
         

      

      
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              The
                Investors:

            	
              CLARION
                CAPITAL CORPORATION

            
	 	 
	 	 
	 	
              By:
                /s/ Morton A. Cohen

            
	 	
              Name:  Morton
                A. Cohen

            
	 	
              Title:  Chairman

            


    

    


    
      	
              Purchase
                Price:

            	
              $510,000

            
	
              Number
                of Shares:

            	
              300,000

            
	
              Warrants:

            	
              Certificate
                2007-6 for 150,000 shares of Common
                Stock

            


    

    


    
      	 	 
	 	
              CLARION
                WORLD OFFSHORE FUND, LTD.

            
	 	 
	 	 
	 	
              By:
                /s/ Morton A. Cohen

            
	 	
              Name:  Morton
                A. Cohen

            
	 	
              Title:  Investment
                Manager

            


    

    


    
      	
              Purchase
                Price:

            	
              $170,000

            
	
              Number
                of Shares:

            	
              100,000

            
	
              Warrants:

            	
              Certificate
                2007-7 for 50,000 shares of Common
                Stock

            


    

    


    
      	 	 
	 	
              THE
                AMENDED & RESTATED DECLARATION OF

            
	 	
              TRUST
                OF MORTON A. COHEN, DATED MAY 9, 2005

            
	 	 
	 	 
	 	
              By:
                /s/ Morton A. Cohen

            
	 	
              Name:  Morton
                A. Cohen

            
	 	
              Title:  Trustee

            


    

    


    
      	
              Purchase
                Price:

            	
              $170,000

            
	
              Number
                of Shares:

            	
              100,000

            


    

    
      	
              Warrants:

            	
              Certificate
                2007-8 for 50,000 shares of Common
                Stock

            


    

    


    
      	 	 
	 	
              SHAKER
                INVESTMENTS TOWER, L.P.

            
	 	 
	 	 
	 	
              By:
                /s/ Edward Hemmelgarn

            
	 	
              Name:  Edward
                Hemmelgarn

            
	 	
              Title:  Managing
                Member

            


    

    


    
      	
              Purchase
                Price:

            	
              $93,500

            
	
              Number
                of Shares:

            	
              55,000

            
	
              Warrants:

            	
              Certificate
                2007-9 for 50,000 shares of Common
                Stock

            


    

    



    
      
         

      

      
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              The
                Joining Parties:

            	 
	 	 
	 	 
	 	
              /s/
                Morton A. Cohen

            
	 	
              Name:  Morton
                A. Cohen (in his personal capacity)

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	
              /s/
                Edward Hemmelgarn

            
	 	
              Name:  Edward
                Hemmelgarn (in his personal
                capacity)

            


    

    



    
      
         

      

      
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    SCHEDULE
      A

    


    Retained
      Shares

    


    Clarion
      World Offshore Fund, Ltd – 21,000 shares

    Amended
      & Restated Declaration of Trust of Morton A. Cohen - 42,450
      shares

    Morton
      A.
      Cohen IRA Rollover – 32,900 shares

    Khazaria
      LLC – 21,200 shares

    


    


    


    12