AMENDED AND RESTATED SECURITIES ISSUANCE AGREEMENT
AMENDED
AND RESTATED SECURITIES ISSUANCE AGREEMENT
THIS
AMENDED AND RESTATED SECURITIES ISSUANCE AGREEMENT (this “Agreement”) is made
and entered into on August 20, effective as of August 7, 2008, by and between
eMagin Corporation, a Delaware corporation (the “Company”), and Moriah
Capital, L.P., a Delaware limited partnership (the “Lender”).
Capitalized
terms not otherwise defined herein have the meaning set forth in that certain
Loan and Security Agreement by and between Lender, as lender, and the Company,
as borrower, dated as of August 7, 2007, as amended through the date
hereof (as so amended, the “Loan
Agreement”).
RECITALS
WHEREAS,
the Company and Lender entered into a Securities Issuance Agreement, dated as of
August 7, 2007 (the “Original Securities Issuance
Agreement”), pursuant to which, among other things, the Company issued to
Lender 162,500 shares of the Company’s common stock, $0.001 par value per share
(“Common
Stock”), evidenced by stock certificate number 3124, dated August 15,
2007, which shares had an aggregate market value on the Closing Date
of $195,000, based on the closing price of the Common Stock on the OTC Bulletin
Board on the Closing Date (the “2007
Shares”);
WHEREAS,
at the request of the Company, the Lender has agreed to (i) waive the Company’s
obligation to honor the put of the 2007 Shares on the terms set forth in the
Original Securities Issuance Agreement with respect to 125,000 of the 2007
Shares (the “Waived
2007 Shares”), and (ii) defer the Company’s obligation to honor the put
of the 2007 Shares on the terms set forth in the Original Securities Issuance
Agreement with respect to the remaining 37,500 of the 2007 Shares (the “Deferred 2007
Shares”), which deferred put right shall be exercisable by Lender in
accordance with Section 6.1 hereof;
WHEREAS,
as a condition to the execution and delivery of Amendment No. 3 to the Loan
Agreement, and in consideration for the foregoing waiver with respect to the
2007 Shares, the Company is issuing 125,000 additional shares of its Common
Stock (the “Additional
Shares”) to Lender on the terms set forth herein, which Additional Shares
shall be subject to Lender’s put right in accordance with Section 6.1
hereof;
WHEREAS,
in lieu of the issuance to Lender of the “Contingent Issued Shares”, as
described in the Original Securities Issuance Agreement, the Company has
authorized the issuance to Lender, on the effective date of this Agreement,
360,000 shares of Common Stock (the “2008 Shares”)
(the 2008 Shares, together with the Additional Shares, are
referred to herein as collectively as the “Shares”);
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WHEREAS,
the issuances and other obligations and transactions described and contemplated
hereby are in partial consideration for Lender agreeing to enter into, perform
or accept, as applicable, the Loan Agreement and the other Loan Documents, and
for Lender agreeing to amend the Loan Agreement in accordance with the terms of
Amendment No. 3 thereof, being entered into contemporaneously herewith (“Amendment No. 3”);
and
WHEREAS,
the parties desire to amend and restate the Original Securities Issuance
Agreement in its entirety to reflect the foregoing;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises,
representations, warranties and covenants set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Issuance of Shares; Waiver of Put of
2007 Shares.
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1.1
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On
the date of execution of this Agreement, also known as the Closing Date,
the Company agrees to issue to Lender, and Lender agrees to acquire from
the Company, the Additional Shares and the 2008
Shares.
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1.2
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Lender
hereby (i) forever waives and foregoes the Company’s obligation to honor
the put of the Waived 2007 Shares on the terms set forth in the Original
Securities Issuance Agreement, and (ii) defers the Company’s obligation to
honor the put of the Deferred 2007 Shares, subject to the Lender’s right
to exercise the put of the Deferred 2007 Shares in accordance
with Section 6.1 hereof, and in connection therewith, hereby withdraws its
Notice of Exercise of Put Option, dated July 18,
2008.
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2. Closing;
Delivery. (a) Closing Obligations of
Company. At the Closing Date, except as set forth below, the Company
shall have taken and shall take all actions necessary to issue
the Additional Shares and the 2008 Shares to Lender and to consummate
the transactions contemplated hereby, including, without limitation, delivery or
causing to be delivered to Lender the following:
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(a)
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Certificates
for the Additional Shares and the 2008 Shares within five (5) days of the
Closing Date; and
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(b)
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such
other certificates, documents, receipts and instruments as Lender or its
legal counsel may request.
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(b) Closing Obligations of
Lender. At the Closing Date, Lender shall have taken and shall
take all actions necessary for its acquisition of the Additional Shares and the
2008 Shares, and to consummate the transactions contemplated
hereby.
3. Representations and
Warranties of the Company. The Company hereby represents and
warrants to Lender as follows:
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3.1
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Organization, Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries has the corporate power and authority to own and operate its properties and assets; to execute, deliver and perform or cause to be executed, delivered and performed this Agreement ; and to carry on its business as presently conducted. |
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3.2
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Capitalization; Voting
Rights.
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(a) The
authorized and issued capital stock of the Company as of the date hereof is as
disclosed in the Company’s filings that are required by the Securities Act of
1933, as amended (the “Securities Act”) and
the Securities Exchange Act of 1934, as amended (the “Securities Exchange
Act”) (the “SEC
Reports”) to be filed with the Securities and Exchange Commission (“SEC”).
(b) Except as
disclosed in the SEC Reports, other than: (i) Common Stock reserved for issuance
under the Company’s stock option plans and (ii) the Shares, there are no
outstanding options, warrants, rights (including, but not limited to, conversion
or preemptive rights and rights of first refusal), proxy or stockholder
agreements, or other arrangements or agreements of any kind for the purchase or
acquisition from the Company or its Subsidiaries, of any of their
securities. Neither the offer, issuance or sale of any of, or the
issuance of any of, the Additional Shares and the 2008 Shares, nor
the consummation of any transactions contemplated hereby, will result in a
change in the price or number of any securities of the Company or its
Subsidiaries authorized or issued other than pursuant to Amendment No. 3 to the
Loan Agreement and the transactions contemplated therein.
(c) All
issued and outstanding securities: (i) have been duly authorized and validly
issued and are fully paid and nonassessable and (ii) were issued in compliance
with all applicable state and federal laws.
(d) The
Additional Shares and the 2008 Shares have been duly and validly reserved for
issuance. When issued in compliance with the provisions of this
Agreement, the Additional Shares and the 2008 Shares will be validly issued,
fully paid and nonassessable, and will be free of any liens, charges,
encumbrances, options, rights of first refusal, security interests, claims,
mortgages, pledges, charges, easements, covenants, restrictions, (except as
contained herein) obligations, or any other encumbrances (including, without
limitation, any conditional sale or other title retention agreement or any lease
in the nature thereof and any agreement to grant or to permit or suffer to exist
any of the foregoing) or third party rights or equitable interests of any nature
whatsoever or any Liens all of the above shall be referred to herein as a
“Lien”.
3.3 Authorization; Binding
Obligations. All corporate action on the part of the Company
necessary for the authorization of the transactions contemplated hereby and by
Amendment No. 3, and the performance of the same, has been taken or will be
taken prior to the Closing Date. This Agreement and the transactions
contemplated hereby and by Amendment No. 3 are the valid and binding obligations
of the Company, enforceable against it in accordance with their
terms.
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3.4 Title to Properties and
Assets; Liens, Etc. Except for Permitted Encumbrances, each of
the Company and each of its Subsidiaries has good and marketable title to its
properties and assets, and good title to its leasehold estates, in each case not
subject to any Liens.
3.5 No
Conflicts. Neither the Company nor any of its Subsidiaries is
in violation or default of (a) any term of its formation documents or by-laws or
(b) other than with respect to (i) any Event of Default arising out of the
Company’s failure to repay the Obligations under the Loan Agreement on August 7,
2008, which default has been waived by Lender, and (ii) any rights to
registration of shares of the Company’s common stock, of any provision of any
indebtedness for borrowed money, any mortgage, indenture, lease, license,
agreement or contract (collectively, “Contracts”) or any
judgment, order, writ, injunction, or decree (“Orders”). The
execution, delivery and performance of this Agreement and the Loan Documents
will not, with or without the passage of time or giving of notice, result in a
default under any such term or provision of indebtedness for borrowed money,
Contract or Order, or result in the creation of any Lien upon any of the
securities, properties or assets of the Company or any of its Subsidiaries, or
the suspension, revocation, impairment, forfeiture or nonrenewal of any
licenses, permits, franchises, approvals, consents, waiver, notices,
authorizations, qualifications, concessions, or the like.
3.6 Registration Rights and
Voting Rights. Except as disclosed in the Registration Rights
Agreement or in any SEC Reports, neither the Company nor any of its Subsidiaries
is presently under any obligation, and neither the Company nor any of its
Subsidiaries has granted any rights, to register any of the Company’s or its
Subsidiaries’ securities. Except as disclosed in any SEC Reports, to
the Company’s best knowledge, no stockholder of the Company or any of its
Subsidiaries has entered into any agreement with respect to the voting of equity
securities of the Company or any of its Subsidiaries.
3.7 Valid
Offering. Assuming the accuracy of the representations and
warranties of Lender contained in this Agreement, the offer, sale and issuance
of the Additional Shares and the 2008 Shares will be exempt from the
registration requirements of the Securities Act, and will have been registered
or qualified (or are exempt from registration and qualification) under the
registration, permit or qualification requirements of all applicable state
securities laws.
3.8 SEC
Reports. The Company’s SEC Reports do not contain
any untrue statement of a material fact nor omit to state a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances in which they are made, not misleading.
3.9 Fees; Brokers;
Finders. There are no fees, commissions or other compensation
due to any third party in connection with the Loan Documents. All
negotiations relative to the Loan Documents, and the transactions contemplated
thereby, have been carried on by the Company with Lender and without the
intervention of any other person or entity acting on behalf of the Company, and
in such manner as not to give rise to any claim against the Company or Lender
for any finder's fee, brokerage commission or like payment, and if any such fee,
commission or payment is payable, it shall be the sole responsibility of the
Company and the Company shall pay, and indemnify Lender for, the
same.
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4. Representations and
Warranties of Lender. The Lender hereby represents and
warrants to the Company that (a) the Lender has the power and authority to
execute, deliver and perform this Agreement, (b) all partnership or corporate
action on Lender’s part required for the execution, delivery and performance of
this Agreement has been or will be taken on or prior to the Closing Date, (c)
upon execution and delivery, this Agreement will be valid and binding
obligations of Lender, enforceable in accordance with its terms, (d)
the Lender will not engage in “short sales” of the issued and outstanding Common
Stock during the Term, (e) Lender is either (i) an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3),(a)(7) or (a)(8) under the Securities
Act or (ii) a “qualified institutional buyer” as defined in Rule
144A(a) under the Securities Act and (f) Lender understands that the
Shares are restricted securities and have not been registered under
the Securities Act or any applicable state securities law, and is acquiring the
Shares as principal for its own account and not with a view to or for
distribution or reselling such Shares or any part thereof in violation of the
Securities Act or any applicable state securities law.
5. Covenants of the
Company. The Company covenants and agrees with Lender as
follows:
5.1 Reporting
Requirements. While the Lender beneficially owns any Shares,
the Company and its Subsidiaries will timely file with the SEC and state
regulatory authorities all reports, documents, information and other material
required to be filed or disclosed thereto.
5.2 Confidentiality. The
Company agrees that it will not disclose, and will not include in any public
announcement, the name of Lender or the terms of this Agreement other than as
permitted under the Loan Agreement or as required by law.
5.3 SEC
Reporting. While the Lender beneficially owns any Shares, the
Company shall comply with all reporting requirements under the Securities
Exchange Act, including, but not limited to, making available all required
current information regarding the Company under Rule 144(c) under the Securities
Act, so as to enable Lender to effect resales of the Shares under Rule
144. The Company shall cooperate with Lender in connection with all
resales pursuant to Rule 144 and provide legal opinions necessary to allow such
resales, provided the Company and its counsel receive reasonably requested
representations from Lender and broker, if any.
5.4 Indemnification. The
Company and its Subsidiaries agree, jointly and severally, to indemnify, hold
harmless, reimburse and defend Lender, and Lender’s partners, officers,
directors, agents, representatives, affiliates, members, managers, and
employees, against any claim, cost, expense, liability, obligation, loss or
damage (including, without limitations, reasonable legal fees) of any nature,
incurred by or imposed upon them which results, arises out of, or is based upon:
(a) any misrepresentation by the Company or any of its Subsidiaries, or breach
of any warranty by the Company or any of its Subsidiaries in this Agreement, or
in any exhibits or schedules attached hereto, and (b) any breach or default in
performance by Company or any of its Subsidiaries of the their obligations
hereunder.
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6. Put
Options.
6.1 Put Option
– Additional Shares and Deferred 2007 Shares. The
Company hereby grants to Lender an option (the “2007 Put Option”) to
sell all or any portion of the Additional Shares and the Deferred 2007 Shares
(totaling 162,500 shares of Common Stock) to the Company for a total purchase
price of $195,000, pro-rated for any portion thereof (the “2007 Put
Price”). The 2007 Put Option shall automatically be
deemed exercised by Lender unless Lender delivers written notice to the Company
(the “2007 Put
Notice”) at any time between July 1, 2009 and August 1, 2009 (the “2007 Put Exercise
Period”) that Lender does not wish to exercise the 2007 Put Option, in
whole or in part. If Lender declines to exercise all or a portion of
the 2007 Put Option, such portion of the 2007 Put Option shall terminate and
shall be of no further force or effect. The closing of the purchase of the 2007
Shares (the “2007 Put
Closing Date”) shall take place on the Business day preceding the
Maturity Date. On or before the 2007 Put Closing Date, Lender will
deliver to the Company the certificate(s) representing the 2007 Shares (duly
endorsed for transfer by Lender or accompanied by duly executed stock powers in
blank) and the Company shall tender to Lender the 2007 Put Price in cash by wire
transfer of immediately available funds to an account at a bank designated by
Lender. The Company and Lender acknowledge and agree that the
Company’s obligation to purchase the 2007 Shares from Lender pursuant
to the 2007 Put Option is an Obligation secured by the Collateral and any
related guarantees under the Loan Documents, and for so long as the 2007 Put
Option is outstanding and, if exercised, the 2007 Put Price is not yet tendered,
the Lender’s right to receive the 2007 Put Price shall be secured by the
Collateral and any related guarantees under the Loan Documents.
Lender’s right to exercise the 2007 Put Option shall not be transferred or
assigned to any third party.
6.2 Put Option – 2008
Shares. The Company hereby grants to Lender an option (the
“2008 Put
Option”) to sell all or any portion of the 2008 Shares to the Company for
a total purchase price of $234,000, pro-rated for any portion thereof (the
“2008 Put
Price”). The 2008 Put Option shall automatically be deemed exercised by
Lender unless Lender delivers written notice to the Company (the “2008 Put Notice”) at
any time between July 1, 2009 and August 1, 2009 (the “2008 Put Exercise
Period”) that Lender does not wish to exercise the 2008 Put Option, in
whole or in part. If Lender declines to exercise all or a portion of
the 2008 Put Option, such portion of the 2008 Put Option shall terminate and
shall be of no further force or effect. The closing of the purchase of the 2008
Shares (the “2008 Put
Closing Date”) shall take place on the Business day preceding the
Maturity Date. On or before the 2008 Put Closing Date, Lender will
deliver to the Company the certificate(s) representing the 2008 Shares (duly
endorsed for transfer by Lender or accompanied by duly executed stock powers in
blank) and the Company shall tender to Lender the 2008 Put Price in cash by wire
transfer of immediately available funds to an account at a bank designated by
Lender. The Company and Lender acknowledge and agree that the
Company’s obligation to purchase the 2008 Shares from Lender pursuant
to the 2008 Put Option is an Obligation secured by the Collateral and any
related guarantees under the Loan Documents, and for so long as the 2008 Put
Option is outstanding and, if exercised, the 2008 Put Price is not yet tendered,
the Lender’s right to receive the 2008 Put Price shall be secured by the
Collateral and any related guarantees under the Loan Documents.
Lender’s right to exercise the 2008 Put Option shall not be transferred or
assigned to any third party.
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6.3 Fundamental
Transaction. Notwithstanding the foregoing, Lender shall have the right,
but not the obligation, to accelerate the exercise of the 2007 Put Option and/or
the 2008 Put Option upon a Fundamental Transaction (as defined in the
Loan Agreement), as follows: The Company shall send written notice of the
proposed Fundamental Transaction (“Fundamental Transaction
Notice”) no later than thirty (30) days prior to the date of the proposed
consummation of the Fundamental Transaction, together with all relevant
information relating thereto, in form sufficient to enable Lender to make an
informed decision as to whether it should accelerate the 2007 Put Option and/or
the 2008 Put Option. Within fifteen (15) days of Lender’s receipt of
the Fundamental Transaction Notice, Lender shall advise the Company whether the
Lender has elected to accelerate the exercise of the 2007 Put Option and/or the
2008 Put Option. Lender’s failure to timely notify the Company of
Lender’s intention to accelerate the 2007 Put Option or the 2008 Put Option
shall be deemed an intention to decline to accelerate such Put
Option.
6.4 Event of Default. In
addition, notwithstanding the foregoing, Lender shall have the right, but not
the obligation, to accelerate the exercise of the 2007 Put Option and/or the
2008 Put Option following an Event of Default under the Loan Documents (which
acceleration right shall not be waived if not exercised following a prior Event
of Default), in which event the 2007 Put Price and/or the 2008 Put Price, as the
case may be, shall be added to the Obligations under the Loan Agreement and
secured by the Collateral thereunder, and shall be immediately due and payable
to Lender.
7. Miscellaneous.
7.1 Notices. All
notices, requests and demands to or upon the respective parties hereto shall be
given in writing and shall be deemed to have been duly given or made upon
receipt by the receiving party. All notices, requests and demands are
to be given or made to the respective parties at the following addresses (or to
such other addresses as either party may designate by notice in accordance with
the provisions of this paragraph):
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If to the Company:
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▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
With a copy to:
Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
LLP
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Esq.
If to Lender:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇
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With a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇,
Esq.
7.2 Amendment. Any
modification or amendment shall be in writing and signed by the parties hereto,
and any waiver of, or consent to any departure from, any representation,
warranty, covenant or other term or provision shall be in writing and signed by
each affected party hereto or thereto, as applicable.
7.3 Construction. No
provision of this Agreement shall be construed against or interpreted to the
disadvantage of any party hereto by reason of such party or its counsel having,
or being deemed to have, structured or drafted such provision.
7.4 Entire
Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all other
negotiations, representations, warranties, agreements and understandings, oral
or otherwise, between the parties with respect to the matters contained
herein.
7.5 Headings. Section
and paragraph headings are for convenience only and shall not be construed as
part of this Agreement.
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7.6 Severability. Every
provision of this Agreement is intended to be severable. If, in any
jurisdiction, any term or provision hereof is determined to be invalid or
unenforceable, (a) the remaining terms and provisions hereof shall be
unimpaired, (b) any such invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such term or provision in any other
jurisdiction, and (c) the invalid or unenforceable term or provision shall, for
purposes of such jurisdiction, be deemed replaced by a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision. If a court of competent
jurisdiction determines that any covenant or restriction, by the length of time
or any other restriction, or portion thereof, set forth in this Agreement is
unreasonable or unenforceable, the court shall reduce or modify such covenants
or restrictions to those which it deems reasonable and enforceable under the
circumstances and, as so reduced or modified, the parties hereto agree that such
covenants and restrictions shall remain in full force and effect as so
modified. In the event a court of competent jurisdiction determines
that any provision of this Agreement is invalid or against public policy and
cannot be so reduced or modified so as to be made enforceable, the remaining
provisions of this Agreement shall not be affected thereby, and shall remain in
full force and effect.
7.7 Successors and
Assigns. All covenants, promises and agreements by or on
behalf of the parties contained in this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided, however, that nothing
in this Agreement, express or implied, shall confer on the Company the right to
assign any of its rights or obligations hereunder at any time.
7.8 Survival. All
covenants, agreements, representations and warranties made by the Company herein
or in any certificate, report or instrument contemplated hereby shall survive
any independent investigation made by Lender and the execution and delivery of
this Agreement, and such certificates, reports or instruments and shall continue
so long as any Obligations are outstanding and unsatisfied, applicable statutes
of limitations to the contrary notwithstanding.
7.9 No Waiver; Rights and
Remedies. A waiver of a breach of any term, covenant or
condition of this Agreement shall not operate or be construed as a continuing
waiver of such term, covenant or condition, or breach, or of any other term,
covenant or condition, or breach by such party. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder shall
preclude any other or further exercise of any other right, remedy or power
provided herein or by law or in equity. Lender is entitled to
exercise all rights and remedies available to it at law or in equity in
connection with this Agreement. The rights and remedies of Lender
hereunder are several and cumulative at Lender’s discretion and may be exercised
at Lender’s discretion.
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7.10 Governing Law;
Jurisdiction. This Agreement shall be governed by and
construed in accordance with the applicable laws pertaining in the State of New
York (without giving effect to New York's principles of conflicts of
law). The parties hereby (a) irrevocably submit and consent to the
exclusive jurisdiction of the Supreme Court for New York County, State of New
York, and the United State District Court for the Southern District of New York
with respect to any action or proceeding arising out of this Agreement and (b)
waive any objection based on venue or forum non conveniens with
respect hereto. In any such action or proceeding, the Company waives
personal service of the summons and complaint or other process and papers
therein and agrees that the service thereof may be made by mail directed to the
Company at its office set forth herein or other address thereof of which Lender
has received notice as provided herein, service to be deemed complete as
permitted under the rules of either of said Courts. Any such action
or proceeding commenced by the Company against Lender will be litigated only in
the New York Supreme Court for New York County, State of New York, and the
United States District Court for the Southern District of New York.
7.11 Counterparts. This
Agreement may be executed in counterparts and by facsimile or electronic
signature, each of which when so executed, shall be deemed an original, but all
of which shall constitute but one and the same instrument.
7.12 Amendment
and Restatement. This Agreement and amends and restates in its entirety, and as
so amended and restated supersedes, the Original Securities Issuance
Agreement.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Securities Issuance Agreement as of the date set forth in the first paragraph
hereof.
| EMAGIN CORPORATION | |||
| By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||
| CEO | |||
| MORIAH CAPITAL, L.P. | |||
| By: Moriah Capital Management, L.P., | |||
| General Partner | |||
| By: Moriah Capital Management, GP, LLC, | |||
| General Partner | |||
| By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| Managing Partner | |||
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