HOLDINGS, INC.
By:
Name:
Title:
SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT
EXHIBIT A
Form of Note
EXHIBIT B
Form of Warrant
EXHIBIT C
Form of Registration Rights Agreement
EXHIBIT D
Form of Transfer Agent Irrevocable Instruction Letter
EXHIBIT E
Security Agreement
EXHIBIT F
Form of Intercreditor and Subordination Agreement
EXHIBIT G
Form of Leak-Out Agreement
EXHIBIT H
Form of Lock-Up Agreement
EXHIBIT I
Lenders UCC Filings
EXHIBIT J
PERFECTION CERTIFICATE
EXHIBIT K
Patent and Trademark Security Agreement
EXHIBIT L
Copies of Pledged Securities and Agreement Documents
EXHIBIT M
Pay-Off Letter
EXHIBIT M
Pledge Documents
Schedule 1
Purchase Price; Securities Purchased
Name of
Lender
Purchase Price
for Notes
Being Purchased
Aggregate
Principal Amount
of Notes being
Purchased
Number of Warrant Shares issuable
upon exercise of Warrant Purchased
1. Delafield Investments Limited
$2,750,000
$3,055,556
*The difference between the Purchase Price and the aggregate principal amount of
the Note represents an original issue discount of 10%.
Schedule 3.1 (a)
Subsidiaries of the Company
Schedule 5.1 (c) (xiv)
List of Persons and Securities Owned Who Are Required to enter into Lock-Up
Agreement