Exhibit 10.1


 


CONVERTIBLE NOTE PURCHASE AGREEMENT


 


THE
CONVERTIBLE PROMISSORY NOTES AND RELATED WARRANTS AND THE SECURITIES ISSUABLE
UPON CONVERSION OR EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED, OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND STATUTES,
UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN
AVAILABLE EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.  THE COMPANY
SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


                                                THIS AGREEMENT
is made by and among the parties listed on Exhibit A attached
hereto (each party referred to individually as an “Investor,” and
collectively, along with any other parties who become Investors under this
Agreement by executing the Counterpart and Joinder attached hereto, as the “Investors”),
and CIPRICO INC., a Delaware corporation (the “Company”).


 


RECITALS


 


                                                A.            The Company requires financing which
the Investors are willing to provide on the terms and subject to the conditions
set forth in this Agreement.


 


                                                B.            The parties desire to allow the
Company to raise additional financing on the terms and conditions provided in
this Agreement.


 


AGREEMENTS


 


In
consideration of the recitals and the mutual agreements which follow, the
Investors and the Company agree:


 


1.                                       Investment.


 


(a)           Purchase and Sale of Convertible
Notes.  Subject to and upon the terms
and conditions set forth in this Agreement, the Company shall issue and sell to
each of the Investors, and the Investors will each purchase from the Company, a
convertible promissory note, evidencing loans from the Investors, in the
original principal amounts set forth on Exhibit A (the “Principal
Amounts”) (each, a “Note” and collectively, the “Notes”).  The Notes shall be in the form attached
hereto as Exhibit B.


 


(b)           Issuance of Warrants.  Subject to and upon the terms and conditions
set forth in this Agreement, the Company shall issue to the Investors warrants
(the “Warrants”) to 


 

















 


purchase
the number of shares of the Company’s Common Stock set forth on Exhibit A
(the “Warrant Shares”).  The
Warrants shall be in the form attached as Exhibit C.


 


(c)           Minimum Investment Size.  A
minimum original principal amount of $3,000,000 (the “Minimum”) must be raised
before the Company will accept investments for the Notes and Warrants pursuant
to this Agreement.  Prior to the Initial
Closing, as defined below, all funds received will be deposited in an escrow
account at Wells Fargo Bank, N.A., Minneapolis, Minnesota.  If no closing has occurred on or before December 21,
2007, the proceeds from the sales of Notes and Warrants will be refunded
promptly to the Investors in full, without interest, unless the Company decides
in its sole discretion to extend the deadline. 
Any income from escrowed funds will be retained by the Company and
applied to the cost of maintaining the escrow account.


 


(d)           Maximum Investment Size.  The Company may issue and sell:  (i) additional Notes, in the form of Exhibit B,
up to an aggregate original principal amount (including the Notes issued to the
Investors at the Initial Closing) of $7,800,000; and (ii) additional
Warrants, in the form of Exhibit C, up to an aggregate (including
the Warrants issued to the Investors listed on Exhibit A) of the
number of Warrant Shares necessary pursuant to the terms of the Notes.  The purchasers of such additional Notes and
Warrants (the “Additional Investors”) shall execute and deliver to the
Company a Counterpart and Joinder in the form attached to this Agreement.


 


                                                2.             Closing.


 


(a)           Initial Closing.  The initial purchase and sale of the Notes
and Warrants shall occur (the “Initial Closing”) as soon as practicable
after the Minimum has been received by the Company (the “Initial Closing
Date”) and at such location as shall be agreed upon by the Company
and the Investors.  The Company will
promptly notify the Investors of the date, place and time of the Initial
Closing by facsimile transmission or otherwise.


 


(b)           Additional Closings.  The purchase and sale of the Notes and
Warrants, if any, not purchased at the Initial Closing (each, an “Additional
Closing”) shall occur as soon as practicable after the execution of the
Agreement by the Company and each Investor purchasing Notes and Warrants at the
Additional Closing at the time and date (each, an “Additional Closing Date”)
and at such location as shall be agreed upon by the Company and the
Investors.  The Company will promptly
notify the Investors of the date, place and time of the Additional Closing by
facsimile transmission or otherwise.


 


(c)           Closing Procedure.  On the Initial Closing Date and each
Additional Closing Date, if any (each a “Closing”), each participating
Investor shall make a wire transfer of immediately available funds to an
account designated by the Company, in the amount of the aggregate principal
amount of the Note issuable to such Investor at the Closing, and the Company
shall issue and deliver to such Investor its Note and its Warrant, each duly
executed and in proper form.


 


2

















 


                                                3.             Covenants of the Company.


 


(a)           Reservation of Stock.  At all times while the Notes and Warrants are
outstanding, the Company shall reserve sufficient shares of Common Stock to
allow for the conversion of the Notes and the exercise of the Warrants
according to their terms.


 


(b)           Use of Proceeds.  The Company shall use the proceeds hereunder
to support its ongoing business activities, including, but not limited to,
product development, sales and marketing, general corporate purposes and
working capital.  In addition, the Company has retained a placement agent for
this investment.  Such placement agent
may be compensated out of the proceeds of this investment.


 


(c)           Issuance
of Preferred Stock.  The Company
shall not issue any preferred stock during the time period that any Note
remains due and payable and has not been converted into common stock, unless
such issuance is for the payment in full of all amounts due pursuant to such
Notes.


 


(d)           Financing
Statement.  On or before December 31,
2007, the Company shall complete and file with the proper authority or
authorities a financing statement on Form UCC-1 or other proper form to
perfect the security interest in the Company’s property granted by the Note.


 


                                                4.             Representations and Warranties
of the Company.  The Company represents
and warrants to the Investors:


 


(a)           The Company has been duly organized
and is validly existing as a corporation in good standing under the laws of the
state of Delaware and has all requisite corporate power and authority to
execute and deliver this Agreement, the Notes and the Warrants (collectively,
the “Investment Documents”) and to consummate the transactions
contemplated hereby and thereby.


 


(b)           The
execution and delivery of this Agreement and the other Investment Documents and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by the Company.  This
Agreement and the other Investment Documents constitute the valid and legally
binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity and except as
rights to indemnity and contribution may be limited by state or federal
securities laws or public policy underlying such laws.


 


(c)           The
execution, delivery and performance of this Agreement and the other Investment Documents
by the Company (i) will not constitute a default under or conflict with
the Company’s Certificate of Incorporation or Bylaws or any agreement or other 


 


3

















 


instrument to which the Company is
a party or by which the Company is bound, (ii) will not conflict with or
violate any order, judgment, decree, statute, ordinance or regulation
applicable to the Company, and (iii) does not require the consent of any
person or entity that has not been obtained prior to the date hereof.


 


(d)           The
SEC Documents (as defined below) accurately reflected the authorized and
outstanding capital stock of the Company in all material respects as of June 30,
2007.  Except as disclosed in or
contemplated by the SEC Documents, the Company does not have outstanding any
options or warrants to purchase, or any preemptive rights or other rights to
subscribe for or to purchase, or any securities or obligations convertible or
exchangeable or exercisable for, or any contracts or commitments to issue or
sell, shares of its capital stock, or any such options, warrants, rights,
convertible, exchangeable or exercisable securities or obligations other than
options granted under the Company’s stock option plans or disclosed in the SEC
Documents.  True, correct and complete
copies of the Company’s Certificate of Incorporation and the Company’s Bylaws
are each filed as exhibits to the SEC Documents.  The capital stock of the Company, including
the Common Stock, conforms to the description thereof contained in the SEC
Documents.  For purposes of this
Agreement, “SEC Documents” shall include all reports, schedules, forms,
statements and other documents required to be filed by the Company with the
Securities and Exchange Commission (“SEC”), pursuant to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), (all of the foregoing filed prior to the date hereof) and all
exhibits included or incorporated by reference therein and financial statements
and schedules thereto and documents (other than exhibits) included or
incorporated by reference therein.


 


(e)           There is no notice, action, claim,
suit or proceeding before or by any court or governmental agency, domestic or
foreign, nor pending, or to the knowledge of the Company, threatened, against
or affecting the Company.


 


(f)            The Company is not and, after giving
effect to the offering and sale of the Notes, Warrants and shares of Common
Stock issuable upon conversion of the Notes and exercise of the Warrants (collectively,
the “Securities”) and the receipt of the proceeds therefrom, will not be
an “investment company,” as such
term is defined in the Investment Company Act of 1940, as amended.


 


                                                5.             Investment Representations.  Each Investor represents and warrants to the
Company that:


 


(a)           It has been informed by the Company
that the Securities have not been registered under the Securities Act or any
applicable state securities laws because the offer and sale of the Securities
are exempt from such registration pursuant to the Securities Act of 1933, as
amended (the “Securities Act”), and the rules and regulations of
the SEC thereunder and certain limited offering exemptions under state
securities laws based in part upon its representations made herein.


 


4

















 


(b)           It has such knowledge and experience
in financial and business matters as to be able to evaluate the merits and
risks of the transactions contemplated by this Agreement, it has the ability to
bear the economic risks of this investment, and it is aware of the intended use
of proceeds of such investment.


 


(c)           It is acquiring the securities
described in this Agreement for purposes of investment for its own account, not
on behalf of others, and not with a view to the sale or other distribution
thereof as such terms are defined in the Securities Act and the regulations of
the SEC promulgated thereunder.


 


(d)           It will not attempt to sell or
otherwise distribute the Securities except in compliance with applicable
federal and state securities laws and this Agreement.


 


(e)           It has the authority to execute and
deliver this Agreement and perform the transactions contemplated herein.  Upon the execution and delivery of this
Agreement, this Agreement shall constitute a valid and binding obligation of
such Investor, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to
general principles of equity and except as rights to indemnity and contribution
may be limited by state or federal securities laws or public policy underlying
such laws.


 


(f)            It has its principal residence in
the state indicated on the signature page hereto and is an “Accredited
Investor” meeting one of the following criteria:


 


(i)            A
bank or savings and loan association as defined in Sections 3(a)(2) and
3(a)(5)(A), respectively, of the Securities Act; an insurance company as
defined in Section 2(13) of the Securities Act; an investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in Section 2(a)(48) of that Act; a Small Business
Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974 and either the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company, or registered investment adviser; or the
employee benefit plan has total assets in excess of $5,000,000; or the plan is
a self-directed plan with investment decisions made solely by persons who are “Accredited
Investors” as defined under the Securities Act.


 


(ii)           A
private business development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940;


 


(iii)          An organization described in section
501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation,
Massachusetts or similar business trust, 


 


5

















 


or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;


 


(iv)          A director, executive officer, or
general partner of the issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general partner of that
issuer;


 


(v)           A natural person whose individual net
worth, or joint net worth with his/her spouse, at the time of purchase exceeds
$1,000,000;


 


(vi)          A natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint
income with his/her spouse in excess of $300,000 in each of those years and has
a reasonable expectation of reaching the same income level in the current year;


 


(vi)          A trust, with total assets in excess
of $5,000,000, not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as described in §
230.506(b)(2)(ii); or


 


(viii)        An entity in which all of the equity
owners are accredited investors.


 


(g)           It has been furnished with all
relevant materials relating to the business, finances and operations of the
Company necessary to make an investment decision, and materials relating to the
offer and sale of the Notes, that have been requested by such Investor,
including, without limitation, the Company’s SEC Documents, and such Investor
has had the opportunity to review the SEC Documents.  Such Investor has been afforded the
opportunity to ask questions, and to receive answers from, officers of the Company
concerning the Company and the terms and conditions of this offering and to
obtain additional information about the Company and the Notes and Warrants.


 


(h)           Between the time such Investor
learned about the offering and the public announcement of the offering, such
Investor has not engaged in any purchase, sale or other transaction, including
any short sales or similar transactions, with respect to the Common Stock, nor
has such Investor, directly or indirectly, caused any person to engage in any
purchase, sale or other transaction, including any short sales, with respect to
the Common Stock.


 


                                                6.                                       Default;
Remedies.


 


(a)                                  Each of the
following events, acts, occurrences or conditions shall constitute an Event of
Default under the Notes:


 


(i)            The Company shall fail to make when
due any payment of principal or interest under the Notes.


 


6

















 


(ii)           The Company shall fail to perform or
observe, in any material respect, any other covenant or obligation arising
under this Agreement or the Note, which failure continues for a period of 30
days after written notice thereof to the Company by the Investors.


 


(iii)          Any representation or warranty made by
the Company in section 4 proves untrue in any material respect as of the date
made.


 


(iv)          (a) The Company shall commence a
voluntary case concerning itself under the Bankruptcy Code; (b) an
involuntary case is commenced against the Company and the petition is not
controverted within ten days, or is not dismissed within 30 days, after
commencement of the case; (c) a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Company or the Company commences any other proceedings under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or there is
commenced against the Company any such proceeding which remains undismissed for
a period of 60 days; (d) any order of relief or other order approving
any such case or proceeding is entered; or (e) the Company is adjudicated
insolvent or bankrupt.


 


(v)           The Company shall fail to timely file
any report on Forms 10-KSB or 10-QSB, or any successor forms, in accordance
with the timeframe set forth in such Forms subject to any extension granted
under Rule 12b-25.


 


(b)           Remedies.  Upon the occurrence of any Event of Default
described in sections 6(a)(ii), (iii) or (v), the Investors may, at
their option and upon written notice to the Company, declare all of the Notes
to be immediately due and payable in full. 
Upon the occurrence of any Event of Default described in
section 6(a)(i) or (iv), all of the Notes shall become immediately
due and payable without any action on the part of the Investors.


 


(c)           Manner of Acting.  For purposes of this section 6, when any
action is required of the Investors, the Investors shall act by written notice
from Investors holding more than fifty percent (50%) of the principal amount of
the Notes then outstanding.


 


                                                7.             Payments on Notes.  All payments on the Notes, whether principal
or interest, whether a scheduled payment or as a voluntary prepayment, shall be
pari passu and pro rata among the Notes on the basis of the
respective principal amounts of the Notes.


 


                                                8.             Entire Agreement; Amendments;
Termination.  This Agreement
(including all schedules and exhibits hereto), the Notes and the Warrants, and
the Confidentiality Agreement entered into by each Investor constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof and thereof.  There are no
restrictions, promises, warranties or undertakings other than those set forth
or referred to herein or therein.  No
provision of this 


 


7

















 


Agreement may be waived or amended and this Agreement may not be
terminated other than by an instrument in writing signed by the party to be
charged with such waiver or amendment.


 


                                                9.             Severability.  If any provision of
this Agreement is invalid or unenforceable under any applicable statute or rule of
law, then such provision will be deemed modified in order to conform with such
statute or rule of law.  Any
provision hereof that may prove invalid or unenforceable under any law will not
affect the validity or enforceability of any other provision hereof.


 


                                                10.           Expenses.  Each Investor is liable for and will pay its
own expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Agreement and the Notes and Warrants, including,
without limitation, attorneys’ and consultants’ fees and expenses.


 


                                                11.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


                                                12.           Governing Law.  This Agreement and all rights, obligations
and liabilities hereunder shall be governed by the laws of the State of
Minnesota without regard to the principles of conflict of laws.


 


                                                13.           Notices.  All communication or notices required or
permitted by this Agreement shall be in writing and shall be deemed to have
been given or made when delivered in hand, deposited in the mail, or sent by
facsimile.  Communications or notices
shall be delivered personally or by certified or registered mail, return
receipt requested and postage prepaid, or by facsimile with evidence of
transmission, and addressed as follows, unless and until either of such parties
notifies the other in accordance with this section of a change of address:


 


                                                                (a)           if to the Company:


 


                                                                                Ciprico Inc.


                                                                                Attn:  Monte S. Johnson


                                                                                7003 West Lake
Street, Suite 400


                                                                                St. Louis Park
MN 55426


                                                                                Fax:  (952) 540-2402


 


                                                                                with a copy to:


 


                                                                                Fredrikson &
Byron, P.A.


                                                                                Attn: Melodie R.
Rose


                                                                                200 South Sixth
Street, Suite 4000


                                                                                Minneapolis MN
55402-1425


                                                                                Fax:  (612) 492-7077


 


                                                                (b)           if to the Investors:


 


                                                                                at the addresses
shown on each Investor’s signature page hereto.


 


8
















 


INDIVIDUAL SIGNATURE PAGE


 


All
individual investors must complete and sign this page.  If the individual is investing through an
Individual Retirement Account, then both the individual investor and the IRA
Custodian must sign this page.  Total
payment to be made now is the amount on line 7. 
Where the Notes and/or Warrants are to be held in joint tenancy or
tenancy in common, both parties must sign and
both Social Security numbers should be indicated.


 


1.                                       Investor Name(s) (please
print):


 


2.                                       Social Security
Number(s):


 


3.                                       Form of
Ownership:           
individual,
             joint
tenants,
             tenants
in common, 


 


                                                              community
property or
             other
(explain:                                                           )


 


 


4.                                       Residence
Address:


 


 


 


5.                                       Mailing
Address:


 


 


 


6.                                       Home:  Tel. No. 
(          )
                                          ;
Fax No. (          )
                                 


 


                                                Business:  Tel. No. 
(          )
                                      ;
Fax No. (          )
                                


 


                                                E-mail:


 


7.                                       Investment
Amount:  $


 


Investor
Signature:


 


Second
Signature (if applicable):


 


Date
of Signature:
                                                                                ,
2007


 


Name
of IRA Custodian (if applicable)


 


IRA
Custodian Signature — By:


 


Date:
                                                                                                    ,
2007


 

















 


ENTITY SIGNATURE PAGE


 


All
entity investors must complete and sign this page.  Total payment to be made now is the amount on
line 6.


 


1.                                       Entity Name
(please print):


 


2.                                       Employer
Identification Number:


                                                (Also include
Social Security Numbers if a Trust or Partnership)


 


3.                                       Business
(Residence) Address:


 


 


 


4.                                       Mailing Address
(if different from above):


 


 


 


5.                                       Business:  Tel. No. 
(          )
                              ;
Fax No. (          )


 


6.                                       Investment
Amount:  $


 


 


 


 


Signature:


 


By
(print name):


 


Its:


 


Date:
                                                                                                              ,
2007


 

















 


ACCEPTANCE:


 


Ciprico
Inc., hereby accepts this Agreement as of the date set forth below.


 


 


	
   

  	
  CIPRICO
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Monte
  S. Johnson, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Dated:

  



 

















 


COUNTERPART AND JOINDER


INDIVIDUAL SIGNATURE PAGE


TO CONVERTIBLE NOTE PURCHASE
AGREEMENT


 


 


 


All
individual investors must complete and sign this page.  If the individual is investing through an
Individual Retirement Account, then both the individual investor and the IRA
Custodian must sign this page.  Total
payment to be made now is the amount on line 7. 
Where the Notes and/or Warrants are to be held in joint tenancy or
tenancy in common, both parties must sign and
both Social Security numbers should be indicated.


 


1.                                       Investor Name(s) (please
print):


 


2.                                       Social Security
Number(s):


 


3.                                       Form of
Ownership:           
individual,
             joint
tenants,
             tenants
in common, 


 


                                                              community
property or
             other
(explain:                                                           )


 


4.                                       Residence
Address:


 


 


 


5.                                       Mailing
Address:


 


 


 


6.                                       Home:  Tel. No. 
(          )
                                          ;
Fax No. (          )
                                 


 


                                                Business:  Tel. No. 
(          )
                                      ;
Fax No. (          )
                                



 


                                                E-mail:


 


7.                                       Investment
Amount:  $


 


Name
of IRA Custodian (if applicable)


 


IRA
Custodian Signature — By:


 


[Signatures continued on following page]


 

















 


                IN WITNESS WHEREOF, the Investor
identified above and the Company have executed this Counterpart and Joinder
this        day of
                          ,
2007, pursuant to which such Investor has become party to, and an “Investor”
under, the Convertible Note Purchase Agreement.


 


	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CIPRICO
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Monte
  S. Johnson, Chief Financial Officer

  



 

















 


COUNTERPART AND JOINDER


ENTITY SIGNATURE PAGE


TO CONVERTIBLE NOTE PURCHASE
AGREEMENT


 


 


 


All
entity investors must complete and sign this page.  Total payment to be made now is the amount on
line 6.


 


1.                                       Entity Name
(please print):


 


2.                                       Employer
Identification Number:


                                                (Also include
Social Security Numbers if a Trust or Partnership)


 


3.                                       Business
(Residence) Address:


 


 


4.                                       Mailing Address
(if different from above):


 


 


5.                                       Business:  Tel. No. 
(          )
                                  ;
Fax No. (          )


 


6.                                       Investment
Amount:  $
                


 


                                                IN WITNESS
WHEREOF, the Investor identified above and the Company have executed this
Counterpart and Joinder this        day of
                          ,
2007, pursuant to which such Investor has become party to, and an “Investor”
under, the Convertible Note Purchase Agreement.


 


	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CIPRICO
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Monte
  S. Johnson, Chief Financial Officer

  



 

















 


EXHIBIT A


 


INVESTORS


 


 


	
  Investor

  	
   

  	
  Note Amount

  	
   

  	
  Warrant Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1