Filed by Bowne Pure Compliance



 




Exhibit 10.1




WARRANT EXERCISE AND CANCELLATION AGREEMENT




WARRANT EXERCISE AND CANCELLATION AGREEMENT (this “Agreement”) dated as of December
26, 2007 between Global Employment Holdings, Inc. (“Global”) and each of the security
holders listed in Schedule I hereto (the “Warrant Holders”).



WHEREAS, Global and the Warrant Holders are parties to one or more of the Notes Securities
Purchase Agreement (the “Notes SPA”), the Preferred Stock Securities Purchase Agreement
(the “Preferred SPA”) and the Common Stock Securities Purchase Agreement (the “Common
SPA”), each dated March 31, 2006, as amended, and the Subscription Agreement (the “Backstop
Subscription Agreement”), dated September 30, 2007, pursuant to which the Company issued and
the Warrant Holders purchased, as applicable, Warrants to Purchase Common Stock (the
“Warrants”). Those of the Warrants issued pursuant to the Notes SPA, the Preferred SPA and
the Common SPA (including the warrant issued to Global’s placement agent in the March 31, 2006
recapitalization, Rodman & Renshaw, LLC (the “Placement Agent Warrant”)) are collectively
referred to herein as the “Recapitalization Warrants” and those of the Warrants issued
pursuant to the Subscription Agreement are collectively referred to herein as the “Backstop
Warrants.”



WHEREAS, as of the date of this Agreement, the market price of each share of Global common
stock (“Common Stock”) is $2.45, the Recapitalization Warrants are exercisable into Common
Stock at exercise prices between $4.23 and $4.40 per share, and the Backstop Warrants are
exercisable into Common Stock at an exercise price of $1.80.



WHEREAS, the Warrant Holders desire to exercise and cancel the Warrants pursuant to the terms
of this Agreement, notwithstanding the terms of the Warrants.




NOW, THEREFORE, the Company and the Warrant Holders hereby agree as follows:



1. Exercise of Warrants. Subject to the terms and conditions herein, each Warrant Holder
shall exercise all of its Warrants in a cash-less manner and receive such number of shares of
Common Stock as set forth opposite its name on Schedule I, notwithstanding the current exercise
prices of such Warrants; provided, that any Warrant Holder that would beneficially own in excess of
4.99% of the shares of Common Stock outstanding immediately after giving effect to the transactions
contemplated by this Agreement (a “Restricted Holder”) may reduce the number of Warrants
that it exercises to that number of Warrants that would result in such Warrant Holder owning 4.99%
of the shares of Common Stock outstanding immediately after giving effect to the transactions
contemplated by this Agreement and, provided further, that each Restricted Holder is obligated to
exercise immediately from time to time its remaining Warrants on the same terms and conditions as
the initial exercise of Warrants when and to the extent it can do so without exceeding such 4.99%
limitation. Each Recapitalization Warrant shall be exercisable into 0.33 shares of Common Stock
(“Recapitalization Shares”). Each Backstop Warrant shall be exercisable into 0.5953061
shares of Common Stock (“Backstop Shares”). The calculation of the number of shares of
Common Stock into which the Warrants are exercisable shall be based on a fair market value of the
Common Stock of $2.45 per share notwithstanding any sales of
Common Stock occurring between December 21, 2007 and December 28, 2007 (the “Closing
Date”).


 


 









 





2. Cancellation of Warrants and Issuance of Common Stock. On the Closing Date, Global
shall (i) cancel on its books the Warrants held in the names of the Warrant Holders, and (ii) issue
to each Warrant Holder shares of Common Stock in the names and amounts forth on Schedule I and
deliver them to the respective Warrant Holder. The shares of Common Stock issued hereunder shall
be delivered at the direction of each Warrant Holder via the Deposit/Withdrawal at Custodian system
or by one or more certificates, in the case of the Recapitalization Shares, containing no
restrictive legends. Also on the Closing Date, each Warrant Holder shall return to Global the
certificates representing its Warrants. The Common Stock issued in exchange for the Warrants will
be registered in the same name as the Warrants unless the Warrant Holder has instructed otherwise
on the signature page hereof.



3. Representations and Warranties of Global. Global hereby represents and warrants to the
Warrant Holders that:




	 	(a)	 	Formation. Global is a corporation duly formed, validly existing and in good
standing under the laws of the State of Delaware.







	 	(b)	 	Authority. This Agreement and the transactions contemplated hereby have been
approved by all requisite corporate action. Global has full power and authority to
execute, deliver and perform this Agreement. This Agreement is a legal, valid and
binding obligation of Global and is enforceable in accordance with its terms and
conditions, except as such enforceability may be limited by general principles of
equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.







	 	(c)	 	No Conflicts. Neither the execution and delivery of this Agreement nor the
consummation by Global of the transactions contemplated hereby: (i) conflict with or
result in any breach of any provision of its constitutive documents; (ii) require any
consent, approval, authorization or permit of, or registration, declaration or filing
with or notification to, any governmental authority; (iii) result in a violation or
breach of, or constitute (with or without notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or acceleration or lien or
other charge or encumbrance) under, any of the terms, conditions or provisions of any
material note, license, agreement or other instrument or obligation to which Global or
any of its assets may be bound; or (iv) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Global or its assets.







	 	(d)	 	Common Stock. The Common Stock, when issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and non-assessable and not subject
to any adverse claim.





 


 









 





4. Representations and Warranties of Warrant Holders. Each Warrant Holder, severally and
not jointly, hereby represents and warrants to Global that:




	 	(a)	 	Authority. To the extent applicable to such Warrant Holder, this Agreement and
the transactions contemplated hereby have been approved by all requisite corporate,
partnership or limited liability company action. Such Warrant Holder has full power
and authority to execute, deliver and perform this Agreement. This Agreement is a
legal, valid and binding obligation of such Warrant Holder and is enforceable in
accordance with its terms and conditions, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, liquidation or similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and remedies.







	 	(b)	 	No Conflicts. Neither the execution and delivery of this Agreement nor the
consummation by such Warrant Holder of the transactions contemplated hereby: (i)
conflict with or result in any breach of any provision of its constitutive documents;
(ii) require any consent, approval, authorization or permit of, or registration,
declaration or filing with or notification to, any governmental authority; (iii) result
in a violation or breach of, or constitute (with or without notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation or acceleration
or lien or other charge or encumbrance) under, any of the terms, conditions or
provisions of any material note, license, agreement or other instrument or obligation
to which such Warrant Holder or any of its assets may be bound; or (iv) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to such Warrant
Holder or its assets.







	 	(c)	 	Ownership of Warrants. Such Warrant Holder is the beneficial and record owner
of its Warrants, free and clear of any encumbrance.






5. Closing Conditions. 





	 	(a)	 	The obligations of each Warrant Holder under this Agreement are subject to
satisfaction of the following conditions:







(i) Representations and Warranties. The representations and warranties of
Global contained in Section 3 will be true and correct on and as of the
Closing Date with the same effect as though such representations and warranties had
been made on and as of the Closing Date.




(ii) Performance. Global has performed and complied with all covenants,
agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before the Closing Date.


 


 









 






(iii) No Injunctions. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated by this Agreement shall have been issued, nor shall any
proceeding brought by a domestic administrative agency or commission or other
domestic governmental entity or other third party, seeking any of the foregoing be
pending.




	 	(b)	 	The obligations of Global under this Agreement are subject to satisfaction of
the following conditions:







(i) Representations and Warranties. The representations and warranties of each
Warrant Holder contained in Section 4 will be true and correct on and as of
the Closing Date with the same effect as though such representations and warranties
had been made on and as of the Closing Date.




(ii) Performance. Each Warrant Holder has performed and complied with all
covenants, agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Date.




(iii) No Injunctions. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or prohibition preventing the consummation of the
transactions contemplated by this Agreement shall have been issued, nor shall any
proceeding brought by a domestic administrative agency or commission or other
domestic governmental entity or other third party, seeking any of the foregoing be
pending.




(iv) Participation Level. Warrant Holders representing at least 92% of the
aggregate number of shares of Common Stock issuable upon exercise of all of the
Warrants outstanding as of the Closing Date have executed this Agreement and agreed
to exercise 100% of their Warrants pursuant to the terms hereof.



6. Registration. Global agrees and acknowledges that the Recapitalization Shares are
Registrable Securities as defined in the Registration Rights Agreements (the “Registration
Rights Agreements”), dated as of March 31, 2006, entered into in connection with each of the
Notes SPA, the Preferred SPA and the Common SPA, the resale of which has been registered under the
Securities Act of 1933, as amended (the “Securities Act”), which registration is currently
effective. Each Warrant Holder understands and acknowledges that the Backstop Shares have not been
registered under the Securities Act, or the securities laws of any state. Each Warrant Holder
agrees that the Backstop Shares may not be sold, offered for sale, transferred, pledged,
hypothecated, or otherwise disposed of except in compliance with the Securities Act and applicable
state securities laws. Each Warrant Holder understands that any sale, transfer, pledge,
hypothecation, or other disposition of the Backstop Shares may require in some states specific
approval by the appropriate governmental agency or commission in such states.


 


 









 





7. Rule 144. The cash-less exercise of the Warrants under Section 1 is being consummated
pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act of 1933, as amended.
Accordingly, pursuant to Rule 144 under the Securities Act of 1933, as amended, the holding period
of the Recapitalization Shares shall tack back to the original issue date of the Warrants. On or
after February 15, 2008, if any Recapitalization Shares contain any restrictive legends, Global
shall, within three days of request by a holder of the Recapitalization Shares and surrender to the
transfer agent of Global of such shares, remove all restrictive legends and deposit such shares in
the DTC Account of such holder.



8. Independent Nature of Warrant Holders’ Obligations and Rights. The obligations of each
Warrant Holder under this Agreement are several and not joint with the obligations of any other
Warrant Holder, and no Warrant Holder shall be responsible in any way for the performance of the
obligations of any other Warrant Holder under this Agreement. Each Warrant Holder confirms that it
has independently participated in the negotiation of the transaction contemplated by this Agreement
with the advice of its own counsel and advisors, that it has independently determined to enter into
the transactions contemplated hereby, that it is not relying on any advice from or evaluation by
any other Warrant Holder, and that it is not acting in concert with any other Warrant Holder in
making its purchase of Securities hereunder or in monitoring its investment in Global. Nothing
contained herein and no action taken by any Warrant Holder shall be deemed to constitute the
Warrant Holders as a partnership, an association, a joint venture or any other kind of entity or
group, or create a presumption that the Warrant Holders are in any way acting in concert or as
members of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended.



9. Waivers. Global and each Warrant Holder agree:




	 	(a)	 	That this Agreement and the consummation of the transactions contemplated
hereby shall not be deemed to constitute nor to cause a default under any of the Notes
SPA, the Preferred SPA, the Common SPA, the Subscription Agreement, the
Recapitalization Warrants, the Backstop Warrants, Global’s Senior Secured Convertible
Notes issued pursuant to the Notes SPA (the “Notes”), Global’s Series A
Convertible Preferred Stock issued pursuant to the Preferred SPA (the “Preferred
Stock”), the Registration Rights Agreement, and the Placement Agent Warrant. Each
Warrant Holder hereby waives any such default, if any.







	 	(b)	 	To waive any right to assert that issuance of the securities pursuant to the
Backstop Subscription Agreement violated any provisions of the Notes SPA, the Preferred
SPA, the Common SPA, the Recapitalization Warrants, the Backstop Warrants, the Notes,
the Preferred Stock, the Registration Rights Agreement and the Placement Agent Warrant.







	 	(c)	 	That the transactions contemplated hereby shall not constitute a “Subsequent
Placement” as defined in the Notes SPA, the Preferred SPA and the Common SPA, and that
the provisions thereof requiring Global to first offer the securities constituting a
Subsequent Placement to holders of Notes, Preferred Stock and Common Stock shall not
apply to the transactions contemplated hereby.





 


 









 






	 	(d)	 	That notwithstanding the conversion price adjustment provisions set forth in
the Notes, the Preferred Stock, and the Recapitalization Warrants the consummation of
the transactions contemplated by this Agreement shall not result in any adjustment in
such conversion prices of the Notes, the Preferred Stock and the Recapitalization
Warrants held by such Warrant Holder.






10. Miscellaneous.




	 	(a)	 	Time of Essence. Time is of the essence of this Agreement and of each and
every provision hereof.







	 	(b)	 	Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings.







	 	(c)	 	Governing Law. This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Colorado or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other
than the State of Colorado.







	 	(d)	 	Counterparts; Facsimile Signatures. This Agreement may be executed in separate
counterparts each of which will be an original and all of which taken together will
constitute one and the same agreement. This Agreement may be executed by facsimile
signatures that shall be binding on the parties hereto, with original signatures to be
delivered as soon as reasonably practicable thereafter.







	 	(e)	 	Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given (i) when delivered personally, (ii) one business day after
being sent via a nationally recognized overnight courier, or (iii) when sent via
facsimile promptly confirmed in writing to the recipient. Such notices, demands and
other communications will be sent to the address indicated below:







To Global:




Global Employment Holdings, Inc.

10375 Park Meadows Dr., Suite 375

Lone Tree, CO 80124

Facsimile: (303) 216-9533

Attn: Chief Financial Officer


 


 









 






To a Warrant Holder:




At
the address and fax number as currently on file with the Company or such other
address or fax number or to the attention of such other person as the recipient
party shall have specified by prior written notice to sending party.




	 	(f)	 	Binding Effect. This Agreement shall inure to and be binding upon the heirs,
executors, personal representatives, successors and assigns of each of the parties to
this Agreement.







	 	(g)	 	Mutual Cooperation. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement and shall execute such other and further
documents and take such other and further actions as are legally required to effect the
transaction described herein.







	 	(h)	 	Assignability. This Agreement is not transferable or assignable by the Warrant
Holders.







	 	(i)	 	Expenses. Each party shall bear its own costs and expenses in connection with
this Agreement and the transactions contemplated hereby.







	 	(j)	 	Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein.







	 	(k)	 	Public Announcements. Each Warrant Holder acknowledge that Global will
disclose the consummation of the transactions contemplated hereby in a filing on Form
8-K with the Securities and Exchange Commission and may also make a press release
disclosing the consummation of the transactions contemplated hereby; provided, however,
that in all other instances, Global will not publicly disclose the names of any Warrant
Holder without such Warrant Holder’s prior written consent, except as required by law.






[Signature Pages Follow]





 


 









 







IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed and
delivered as of the date first written above.





GLOBAL:



GLOBAL EMPLOYMENT HOLDINGS, INC.




			
	By:	 	/s/ Howard Brill 
Name: Howard Brill

Title: President and Chief Executive Officer











THE WARRANT HOLDERS (if Common Stock is to be issued in a different name, please complete the
information at the end of the signature blocks):



	 	 	 	 	 	 	 
	AMATIS LIMITED	 	CAPITAL RESOURCES GROWTH, INC.
	 
	 	 	 	 	 	 
	By Amaranth Advisors LLC, Trading Advisor	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Alan M. Matano
	 	By:
	 	/s/ Charles Gwirtsman
	 

	 	 
	 	 	 	 
	 

	 	Name: Alan M. Matano
	 	 	 	Name: Charles Gwirtsman
	 

	 	Title: Authorized Signatory
	 	 	 	Title: President
	 
	 	 	 	 	 	 
	CONTEXT ADVANTAGE MASTER FUND, LP, on behalf of
itself, Context Advantage Fund, LP, f/k/a
Context Convertible Arbitrage Fund, L.P., and
Context Offshore Advantage Fund, Ltd., f/k/a
Context Convertible Arbitrage Offshore, Ltd.	 	CONTEXT OPPORTUNISTIC MASTER FUND, L.P.
 

By:     Context Capital Management LLC, its General
Partner
	 
	 	 	 	 	 	 
	By:

	 	Context Capital Management LLC, its
General Partner and Investment
Advisor	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ William Fertig
	 	By:
	 	/s/ William Fertig
	 

	 	 
	 	 	 	 
	 

	 	Name: William Fertig
	 	 	 	Name: William Fertig
	 

	 	Title: Managing Member
	 	 	 	Title: Managing Member





 


 









 





	 	 	 	 	 	 	 
	CRANSHIRE CAPITAL, L.P.	 	DIAMOND OPPORTUNITY FUND, LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Diamond Assets Management, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Lawrence A. Prosser
	 	By:
	 	/s/ Richard Marks
	 

	 	 
	 	 	 	 
	 

	 	Name: Lawrence A. Prosser
	 	 	 	Name: Richard Marks
	 

	 	Title: CFO — Downsview Capital,
Inc., The General Partner
	 	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	ENABLE GROWTH PARTNERS LP	 	ENABLE OPPORTUNITY PARTNERS LP
	 
	 	 	 	 	 	 
	By:

	 	/s/ Brendan O’Neil
	 	By
	 	/s/ Brendan O’Neil
	 

	 	 
	 	 	 	 
	 

	 	Name: Brendan O’Neil
	 	 	 	Name: Brendan O’Neil
	 

	 	Title: Principal & Portfolio Manager
	 	 	 	Title: Principal & Portfolio Manager
	 
	 	 	 	 	 	 
	GUGGENHEIM PORTFOLIO XXXI, LLC	 	GWIRTSMAN FAMILY PARTNERS, LLC
	 
	 	 	 	 	 	 
	By:

	 	Guggenheim Advisors, LLC	 	 	 	 
	By:

	 	Whitebox Advisors LLC	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Jonathan Wood
	 	By:
	 	/s/ Charles Gwirtsman
	 

	 	 
	 	 	 	 
	 

	 	Name: Jonathan Wood
	 	 	 	Name: Charles Gwirtsman
	 

	 	Title: Director, CFO
	 	 	 	Title: President
	 
	 	 	 	 	 	 
	LAKEVIEW FUND, LP	 	MATHER ASSOCIATES
	 
	 	 	 	 	 	 
	By:

	 	/s/ Michael Nicolas
	 	By:
	 	/s/ Elliot Zeelander
	 

	 	 
	 	 	 	 
	 

	 	Name: Michael Nicolas
	 	 	 	Name: Elliot Zeelander
	 

	 	Title: Managing Director
	 	 	 	Title: Representing the General Partner
	 
	 	 	 	 	 	 
	NITE CAPITAL, LP	 	PANDORA SELECT PARTNERS, LP
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Pandora Select Advisors LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Keith Goodman
	 	By:
	 	/s/ Jonathan Wood
	 

	 	 
	 	 	 	 
	 

	 	Name: Keith Goodman
	 	 	 	Name: Jonathan Wood
	 

	 	Title: Authorized Signatory
	 	 	 	Title: Director, CFO





 


 









 





	 	 	 	 	 	 	 
	PIERCE DIVERSIFIED STRATEGY MASTER FUND LLC	 	RADCLIFFE SPC, LTD., for and on behalf of the
Class A Convertible Crossover Segregated
Portfolio
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	RG Capital Management, L.P.
	 

	 	 	 	By:
	 	RGC Management Company, L.L.C.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Brendan O’Neil
	 	By:
	 	/s/ Gerald F. Stahlecker
	 

	 	 
	 	 	 	 
	 

	 	Name: Brendan O’Neil
	 	 	 	Name: Gerald F. Stahlecker
	 

	 	Title: Principal & Portfolio Manager
	 	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	R&R OPPORTUNITY FUND, L.P.	 	RODMAN & RENSHAW, LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Selzer
	 	By:
	 	/s/ Thomas G. Pinou
	 

	 	 
	 	 	 	 
	 

	 	Name: John Selzer
	 	 	 	Name: Thomas G. Pinou
	 

	 	Title: Manager of the Fund on behalf
of Noari Holdings LLC
	 	 	 	Title: CFO
	 
	 	 	 	 	 	 
	VICTORY PARK MASTER FUND, LTD.	 	WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, LP, as
a Subordinated Creditor and as Collateral Agent
	By:

	 	Victory Park Capital Advisors, LLC, its

Investment Manager	 	 	 	 
	 

	 	 	 	By:
	 	Whitebox Convertible Arbitrage Advisors LLC
	 

	 	 	 	By:
	 	Whitebox Advisors LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Matthew Ray
	 	By:
	 	/s/ Jonathan Wood
	 

	 	 
	 	 	 	 
	 

	 	Name Matthew Ray
	 	 	 	Name: Jonathan Wood
	 

	 	Title: Principal
	 	 	 	Title: Director, CFO
	 
	 	 	 	 	 	 
	WHITEBOX INTERMARKET PARTNERS, LP	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Whitebox Intermarket Advisors LLC	 	 	 	 
	By:

	 	Whitebox Advisors LLC	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Jonathan Wood	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name: Jonathan Wood	 	 	 	 
	 

	 	Title: Director, CFO	 	 	 	 





 


 









 





	 	 	 
	/s/ Luci Altman

	 	/s/ Gregory Bacharach
	 

	 	 
	Luci Altman

	 	Gregory Bacharach
	 
	 	 
	/s/ Howard Brill

	 	/s/ Norma Fabrizio
	 

	 	 
	Howard Brill

	 	Norma Fabrizio
	 
	 	 
	/s/ Richard Goldman

	 	/s/ Charles Gwirtsman
	 

	 	 
	Richard Goldman

	 	Charles Gwirtsman
	 
	 	 
	/s/ Daniel Hollenbach

	 	/s/ Tariq Jawad
	 

	 	 
	Daniel Hollenbach

	 	Tariq Jawad
	 
	 	 
	/s/ Terry Koch

	 	/s/ Ed Kovalik
	 

	 	 
	Terry Koch

	 	Ed Kovalik
	 
	 	 
	/s/ Michael Lazrus

	 	/s/ Kevin LeCompte
	 

	 	 
	Michael Lazrus

	 	Kevin LeCompte
	 
	 	 
	/s/ Steven List

	 	/s/ Kenneth Michaels
	 

	 	 
	Steven List

	 	Kenneth Michaels
	 
	 	 
	/s/ Steven Pennington

	 	/s/ Noam J. Rubenstein
	 

	 	 
	Steven Pennington

	 	Noam J. Rubinstein
	 
	 	 
	/s/ Fred Viarrial

	 	/s/ Jay Wells
	 

	 	 
	Fred Viarrial

	 	Jay Wells
	 
	 	 
	/s/ Caress Kennedy
	 	 
	 

	 	 
	Caress Kennedy
	 	 






Register the Common Stock issuable hereunder in the following name(s) and
amount(s):



	 	 	 	 	 
	Name	 	Number of Shares	 	DWAC or Certificate
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





 


 









 





SCHEDULE I




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warrant Holder	 	Shares Issuable Upon Conversion of	 
	 	 	Note	 	 	Preferred	 	 	Common	 	 	Other	 	 	Aggregate	 
	 	 	Warrants	 	 	Warrants	 	 	Warrants	 	 	Warrants	 	 	Shares	 
	Amatis Limited c/o Amaranth Advisors, LLC
	 	 	—	 	 	 	18,316	 	 	 	18,724	 	 	 	—	 	 	 	37,040	 
	Caress Kennedy
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	9,922	 	 	 	9,922	 
	Context Advantage Master Fund, L.P.
	 	 	39,240	 	 	 	61,055	 	 	 	31,456	 	 	 	—	 	 	 	131,751	 
	Context Opportunistic Master Fund, L.P.
	 	 	9,810	 	 	 	15,264	 	 	 	7,864	 	 	 	—	 	 	 	32,938	 
	Cranshire Capital, L.P.
	 	 	—	 	 	 	45,792	 	 	 	23,404	 	 	 	—	 	 	 	69,196	 
	Dan Hollenbach
	 	 	218	 	 	 	—	 	 	 	—	 	 	 	11,906	 	 	 	12,124	 
	Diamond Opportunity Fund, LLC
	 	 	—	 	 	 	18,316	 	 	 	18,724	 	 	 	—	 	 	 	37,040	 
	Ed Kovalik
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	39,687	 	 	 	39,687	 
	Enable Growth Partners LP
	 	 	—	 	 	 	42,788	 	 	 	36,903	 	 	 	—	 	 	 	79,691	 
	Enable Opportunity Partners LP
	 	 	—	 	 	 	7,034	 	 	 	6,066	 	 	 	—	 	 	 	13,100	 
	Fred Viarrial
	 	 	218	 	 	 	—	 	 	 	—	 	 	 	28,178	 	 	 	28,396	 
	Gregory Bachrach
	 	 	435	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	435	 
	Guggenheim Portfolio XXXI, LLC
	 	 	3,390	 	 	 	5,496	 	 	 	—	 	 	 	—	 	 	 	8,886	 
	Gwirtsman Family Partnership, LLC
	 	 	863	 	 	 	—	 	 	 	—	 	 	 	421,874	 	 	 	422,737	 
	Howard Brill
	 	 	8,625	 	 	 	—	 	 	 	—	 	 	 	198,436	 	 	 	207,061	 
	Jay Wells
	 	 	90	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	90	 
	Kenneth Michaels
	 	 	4,313	 	 	 	—	 	 	 	—	 	 	 	59,531	 	 	 	63,844	 
	Kevin LeCompte
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	7,144	 	 	 	7,144	 
	Lakeview Fund, LP
	 	 	—	 	 	 	36,633	 	 	 	23,404	 	 	 	—	 	 	 	60,037	 
	Luci Altman
	 	 	435	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	435	 
	Mather Associates
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	59,531	 	 	 	59,531	 
	Victory Park
	 	 	7,500	 	 	 	183,165	 	 	 	93,617	 	 	 	—	 	 	 	284,282	 
	Michael Lazrus
	 	 	173	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	173	 
	Nite Capital, LP
	 	 	—	 	 	 	9,159	 	 	 	4,681	 	 	 	—	 	 	 	13,840	 
	Noam J. Rubinstein
	 	 	—	 	 	 	916	 	 	 	1,405	 	 	 	—	 	 	 	2,321	 
	Norma Fabrizio
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,969	 	 	 	3,969	 
	Pandora Select Partners, LP
	 	 	7,313	 	 	 	11,601	 	 	 	—	 	 	 	—	 	 	 	18,914	 
	Pierce Diversified Strategy Master Fund LLC
	 	 	—	 	 	 	8,792	 	 	 	7,583	 	 	 	—	 	 	 	16,375	 
	Radcliffe SPC, Ltd. for and on
behalf of the Class A Convertible
Crossover Segregated Portfolio
	 	 	42,825	 	 	 	116,515	 	 	 	117,021	 	 	 	—	 	 	 	276,361	 
	Richard Goldman
	 	 	435	 	 	 	—	 	 	 	—	 	 	 	7,938	 	 	 	8,373	 
	Rodman & Renshaw, LLC
	 	 	—	 	 	 	—	 	 	 	184,390	 	 	 	—	 	 	 	184,390	 
	R&R Opportunity Fund, LP
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	138,905	 	 	 	138,905	 
	Steven List
	 	 	1,125	 	 	 	—	 	 	 	—	 	 	 	41,671	 	 	 	42,796	 
	Stephen Pennington
	 	 	87	 	 	 	—	 	 	 	—	 	 	 	39,687	 	 	 	39,774	 
	Tariq Jawad
	 	 	—	 	 	 	1,526	 	 	 	7,022	 	 	 	19,844	 	 	 	28,392	 
	Terry Koch
	 	 	259	 	 	 	—	 	 	 	—	 	 	 	6,152	 	 	 	6,411	 
	Whitebox Convertible Arbitrage Partners, LP
	 	 	47,258	 	 	 	72,045	 	 	 	—	 	 	 	—	 	 	 	119,303	 
	Whitebox Intermarket Partners, LP
	 	 	7,313	 	 	 	11,601	 	 	 	—	 	 	 	—	 	 	 	18,914	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	181,925	 	 	 	666,014	 	 	 	582,264	 	 	 	1,094,375	 	 	 	2,524,578