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PLACEMENT AGENT AGREEMENT

Placement Agent Agreement

PLACEMENT AGENT AGREEMENT | Document Parties: ASLAHAN ENTERPRISES LTD. | Joseph Gunnar & Co, LLC | RedRoller, Inc You are currently viewing:
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ASLAHAN ENTERPRISES LTD. | Joseph Gunnar & Co, LLC | RedRoller, Inc

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Title: PLACEMENT AGENT AGREEMENT
Governing Law: New York     Date: 11/13/2007
Law Firm: DLA Piper; Clark Wilson LLP    

PLACEMENT AGENT AGREEMENT, Parties: aslahan enterprises ltd. , joseph gunnar & co  llc , redroller  inc
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EXHIBIT 10.14

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PLACEMENT AGENT AGREEMENT

Dated: October 17, 2007

Joseph Gunnar & Co., LLC

30 Broad Street

New York, NY 10004

Gentlemen:

1. Offering.

A. Aslahan Enterprises Ltd., a Nevada corporation (the "Company"), and

RedRoller, Inc., a Delaware corporation ("RedRoller"), hereby engage Joseph

Gunnar & Co., LLC (the "Placement Agent") to act as the Company's exclusive

placement agent with respect to the issuance and sale by the Company (the

"Offering") of up to 2,352,941 units (the "Maximum Offering"), each such unit

(each , a "Unit" and collectively the "Units") consisting of (i) four shares of

the Company's common stock, par value $0.001 per share (the "Common Stock"), and

(ii) a five-year warrant to purchase one share of Common Stock at an exercise

price of $1.70 per share (each, a "Warrant"), as follows: (i) on a "best

efforts, all or none" basis with respect to the first 1,764,706 Units sold

("Minimum Offering"), (ii) on a "best efforts" basis with respect to the

remaining 588,235 Units, and (iii) to the extent that 2,352,941 Units are sold,

on a "best efforts" basis with respect to an additional 235,294 Overallotment

Units (as such term is defined in the Memorandum). The Company and the Placement

Agent hereby both acknowledge that the sale of the Units in connection with the

Minimum Offering shall represent no greater than 20% of the fully-diluted shares

of capital stock of the Company. The Placement Agent is hereby authorized to

engage, at its option, the services of other broker-dealers (the "Designees")

who are members of the Financial Industry Regulatory Authority ("FINRA",

formerly, National Association of Securities Dealers, Inc.) to assist it in

soliciting subscribers and to remit to such broker-dealers the commissions

payable to the Placement Agent hereunder as it shall determine.

The Offering is subject to (i) the terms and conditions set forth in the

Company's Confidential Private Placement Memorandum dated September 20, 2007

(such memorandum with all exhibits thereto, the "Memorandum"), (ii) the

completion and execution of a subscription agreement and a confidential investor

questionnaire by each purchaser of Units and the Company (collectively, the

"Subscription Documents") (the Subscription Documents and the Memorandum are

collectively referred to as the "Offering Documents"), and (iii) the conditions

set forth in Section 9 hereof. The Company shall issue and sell to the Placement

Agent or its designee(s), for nominal consideration, five-year warrants to

purchase the number of shares of Common Stock equal to five percent (5%) of the

total number of shares of Common Stock sold in connection with the Offering (the

"Placement Agent Warrants") at a purchase price equal to 200% of the price at

which shares of Common Stock are sold to purchasers of Units in connection with

the Offering. The Placement Agent Warrants may not be exercised prior to ninety

(90) days from the initial closing of the Offering. The shares of Common Stock

comprising the Units sold in this Offering are hereinafter sometimes

collectively referred to as the "Unit Shares." The Units, the Warrants, the

shares of Common Stock issuable upon exercise of the Warrants (the "Warrant

Shares"), the Placement Agent Warrants, and the shares of Common Stock issuable

upon exercise of the Placement Agent Warrants (the "Placement Agent Shares") are

hereinafter sometimes collectively referred to as the "Securities."

The Units will be offered without registration under the Securities Act of

1933, as amended (the "Securities Act"). Purchasers of the Units will be granted

certain registration rights with respect to the Unit Shares and the Warrant

Shares, as more fully set forth in a Registration Rights

<PAGE>

Agreement (the "Registration Rights Agreement") and the Warrants. The Placement

Agent will be granted certain registration rights with respect to the Placement

Agent Warrants, as more fully set forth in the Placement Agent Warrants.

B. The closing of the Offering (the "Closing") shall occur on the later of:

(a) the receipt of acceptable subscriptions equal to the Minimum Offering amount

or (b) the closing of the merger (the "Merger") of RedRoller and RedRoller

Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the

Company. The Offering shall terminate on October 31, 2007 (the "Offering

Period"); PROVIDED, HOWEVER, that the Company and the Placement Agent may extend

the Offering Period without notice to the prospective purchasers of Units for no

more than two (2) thirty (30) day periods thereafter.

The Company will issue certificates representing the shares of Common Stock

and Warrants comprising the Units as soon as possible but in any event no later

than five (5) business after the Closing.

2. Information.

A. The Units shall have the terms set forth in and shall be offered by the

Company by means of the Offering Documents. Payment for the Units shall be made

by wire transfer as more fully described in the Subscription Agreement. The

minimum purchase by any purchaser shall be Twenty Nine Thousand, Four Hundred

and Twelve (29,412) Units or One Hundred Thousand Dollars ($100,000), unless

subscriptions for lesser amounts are accepted at the discretion of the Company.

The Placement Agent and the Company agree that the Units will be offered solely

to "accredited investors" within the meaning of Rule 501 of Regulation D

("Accredited Investors") promulgated by the United States Securities and

Exchange Commission (the "Commission") under the Securities Act and Rule 506 of

Regulation D under the Securities Act.

B. All funds received from subscriptions arranged will be promptly

transmitted to the escrow account maintained at U.S. Bank N.A. (the "Escrow

Agent") and designated as "U.S. Bank/RedRoller, Inc. - Escrow Account." At the

Closing, the funds received in respect of the Units closed on will be forwarded

to the Company, against delivery of the appropriate number of shares of Common

Stock and Warrants, net of (i) a Placement Agent commission payable in cash in

an amount equal to nine percent (9%) of the gross proceeds of the Units sold to

retail investors and six percent (6%) of the gross proceeds of the Units sold to

institutional investors in this Offering, (ii) the Placement Agent Warrants, and

(iii) any reasonable, documented out-of-pocket costs and expenses paid or to be

paid by the Placement Agent including, but not limited to, printing, filing,

background examinations of the Company's officers, directors, controlling

persons and key employees, mailing, travel, lodging, plus legal expenses except

that the Company shall not be responsible for any fees or expenses of the

Placement Agent's legal counsel in excess of $30,000 without the Company's prior

written approval.

C. The Company and the Placement Agent reserve the right to reject any

subscriber, in whole or in part, in their sole discretion. Funds received by the

Company from any subscriber whose subscription is rejected will be returned to

such subscriber, without deduction therefrom or interest thereon, but no sooner

than such funds have cleared the banking system in the normal course of

business.

3. Representations, Warranties and Covenants of Placement Agent.

The Placement Agent represents, warrants and covenants as follows:

(i) It has the necessary power to enter into this Placement Agent

Agreement and to consummate the transactions contemplated hereby.

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<PAGE>

(ii) The execution and delivery by the Placement Agent of this

Placement Agent Agreement and the consummation of the transactions contemplated

herein will not result in any violation of, or be in conflict with, or

constitute a default under, any agreement or instrument to which the Placement

Agent is a party or by which the Placement Agent or its properties are bound, or

any judgment, decree, order or, to the Placement Agent's knowledge, any statute,

rule or regulation applicable to the Placement Agent. This Placement Agent

Agreement constitutes the legal, valid and binding obligation of the Placement

Agent, enforceable against the Placement Agent in accordance with its terms,

except to the extent that (a) the enforceability hereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or similar laws from time to

time in effect and affecting the rights of creditors generally, (b) the

enforceability hereof is subject to general principles of equity, or (c) the

indemnification provisions hereof may be held to be violative of public policy.

(iii) The Placement Agent will deliver to each potential investor,

prior to any submission by such person of a written offer relating to the

purchase of the Units, a copy of the Offering Documents, as they may have been

most recently amended or supplemented by the Company.

(iv) Upon receipt of executed Subscription Documents from investors,

the Placement Agent will promptly forward copies of the subscription documents

to the Company.

(v) The Placement Agent will not deliver the Offering Documents to any

person they do not reasonably believe to be an Accredited Investor or to any

person in a state where it does not reasonably believe that the Offering is

exempt from the applicable state "Blue Sky" laws.

(vi) The Placement Agent will not intentionally take any action which

it reasonably believes would cause the Offering to violate the provisions of the

Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange

Act") or the respective rules and regulations promulgated thereunder (the "Rules

and Regulations").

(vii) The Placement Agent shall have no obligation to insure that (a)

any check, note, draft or other means of payment for the Units will be honored,

paid or enforceable against the subscriber in accordance with its terms; or (b)

subject to the performance of the Placement Agent's obligations and the accuracy

of its representations and warranties hereunder, (i) the Offering is exempt from

the registration requirements of the Securities Act or any applicable state

"Blue Sky" law; or (ii) any prospective purchaser is an Accredited Investor;

provided that Placement Agent will not deliver the Offering Documents to any

person they do not reasonably believe to be an Accredited Investor.

(viii) The Placement Agent is a member of the FINRA and is a

broker-dealer registered as such under the Exchange Act and under the securities

laws of the states in which the Securities will be offered or sold by the

Placement Agent, unless an exemption for such state registration is available to

the Placement Agent. The Placement Agent is in compliance with all material

rules and regulations applicable to the Placement Agent generally and to the

Placement Agent's participation in the Offering.

4. Representations and Warranties of the Company.

The Company hereby represents and warrants as follows:

(i) The execution, delivery and performance of each of this Placement

Agent Agreement, the Subscription Documents and the Escrow Agreement has been

duly and validly authorized by the Company and is, or with respect to the

Subscription Agreements, will be, a valid and binding obligation of the Company,

enforceable in accordance with its respective terms, except to the extent that

3

<PAGE>

(a) the enforceability hereof or thereof may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws from time to time in

effect and affecting the rights of creditors generally, (b) the enforceability

hereof or thereof is subject to general principles of equity; or (c) the

indemnification provisions hereof or thereof may be held to be violative of

public policy.

(ii) Prior to the Closing, the issuance, sale and delivery by the

Company of the Securities will be duly authorized by all requisite corporate

action of the Company. The Warrant Shares and the Placement Agent Shares will,

prior to the Closing, be duly reserved for issuance upon exercise of the

Warrants and exercise of the Placement Agent Warrants, respectively.

(iii) All issued and outstanding securities of the Company have been

duly authorized and validly issued, fully paid and non-assessable and were

issued in compliance with all applicable federal and state securities laws; the

holders thereof have no rights of rescission or preemptive rights with respect

thereto and are not subject to personal liability solely by reason of being

security holders; and none of such securities was issued in violation of the

preemptive rights of any holders of any security of the Company. Upon the

Closing and assuming the sale of Units equal to the Minimum Offering amount, the

authorized capital stock of the Company shall consist of 200,000,000 shares of

Common Stock, 24,278,960 shares of which shall be issued and outstanding, and no

shares of preferred stock.

(iv) Except as set forth in the Offering Documents, there are: (i) no

outstanding options, warrants, rights (including conversion or preemptive

rights) or agreements pursuant to which the Company is or may become obligated

to issue, sell or repurchase any securities of the Company; (ii) no restrictions

on the transfer of the Company's capital stock imposed by the Company's Articles

of Incorporation or Bylaws or any agreement to which the Company is a party, any

order of any court or any governmental agency to which the Company is subject or

any statute other than those imposed by relevant state and federal securities

laws; (iii) no cumulative voting or preemptive rights for any of the Company's

capital stock; (iv) no registration rights under the Securities Act with respect

to the Company's capital stock; (v) no antidilution adjustment provisions or

similar rights with respect to the outstanding securities of the Company will be

triggered by the issuance of the Securities; (vi) no voting trusts or

agreements, shareholders agreements, pledge agreements, buy-sell, rights of

first offer, negotiation or refusal or proxies or similar arrangements relating

to any securities of the Company to which the Company is a party; and (vii) no

options or other rights to purchase securities from its shareholders granted by

such shareholders.

(v) The Warrant Shares and the Placement Agent Shares, when issued in

accordance with the terms of the Subscription Agreement, the Warrants, the

Placement Agent Warrants and the terms of this Placement Agent Agreement as the

case may be, will be validly issued, fully-paid and non-assessable. The

Securities are not and will not be subject to the preemptive rights of any

holder of any security of the Company.

(vi) The Company has good and marketable title to, or valid and

enforceable leasehold estates in, all items of real and personal property

necessary to conduct its business (including, without limitation, any real or

personal property stated in the Offering Documents to be owned or leased by the

Company), free and clear of all liens, encumbrances, claims, security interests

and defects of any nature whatsoever, other than those set forth in the Offering

Documents and liens for taxes not yet due and payable. All of the leases and

subleases under which the Company is the lessor or sublessor of properties or

assets or under which the Company holds properties or assets as lessee or

sublessee are in full force and effect, and the Company is not in default with

respect to any of the terms or provisions of any of such leases or subleases,

and no claim has been asserted by anyone adverse to rights of the Company as

lessor, sublessor, lessee or sublessee under any of the leases or subleases

mentioned above,

4

<PAGE>

or affecting or questioning the right of the Company to continued possession of

the leased or subleased premises or assets under any such lease or sublease.

(vii) There is no litigation or governmental proceeding pending or, to

the best of the Company's knowledge, threatened against, or involving the

Company or its properties or business, except as set forth in the Offering

Documents. The Company is not a party to any order, writ, injunction, judgment

or decree of any court.

(viii) The Company has been duly organized and is validly existing as

a corporation in good standing under the laws of the State of Nevada. Except as

set forth in the Offering Documents, the Company does not own or control,

directly or indirectly, an interest in any other corporation, partnership,

trust, joint venture or other business entity. The Company is duly qualified or

licensed and in good standing as a foreign corporation in each jurisdiction in

which the character of its operations requires such qualification or licensing

and where failure to so qualify would have a material adverse effect on the

Company ("MAE"). The Company has all requisite corporate power and authority,

and all material and necessary authorizations, approvals, orders, licenses,

certificates and permits of and from all governmental regulatory officials and

bodies (domestic and foreign) to conduct its businesses (and proposed business),

and the Company is doing business in compliance with all such authorizations,

approvals, orders, licenses, certificates and permits and all foreign, federal,

state and local laws, rules and regulations concerning the business in which it

is engaged, except where failure to so comply would not have a MAE. The Company

has all corporate power and authority to enter into this Placement Agent

Agreement, the Subscription Documents, the Units, the Warrants, the Placement

Agent Warrants, and Escrow Agreement and to carry out the provisions and

conditions hereof and thereof and to issue, sell and deliver the Securities. No

consents, authorizations, approvals, or orders of, or registration,

qualification, declaration or filing with, any federal, state or local

governmental authority on the part of the Company is required in connection

herewith and therewith or to issue, sell and deliver the Securities, other than

registration or qualification, or taking such action to secure exemption from

such registration or qualification of the Securities under applicable state,

federal or foreign securities laws, which actions have been taken or will be

taken prior to the Closing.

(ix) Except as set forth in the Offering Documents, the Company is not

in breach of, or in default under, any term or provision of any indenture,

mortgage, deed of trust, lease, note, loan or credit agreement or any other

agreement or instrument evidencing an obligation for borrowed money, or any

other agreement or instrument to which it is a party or by which it or any of

its properties may be bound, excluding trade payables and purchase orders as

generally described in the Offering Documents. The Company is not in violation

of any provision of its charter or Bylaws or in violation of any franchise,

license, permit, judgment, decree or order, or in violation of any statute, rule

or regulation, except for the violation of statutes, rules or regulations would

not have a MAE. Neither the execution and delivery of this Placement Agent

Agreement and the Subscription Documents, nor the issuance and sale or delivery

of the Securities, nor the consummation of any of the transactions contemplated

herein or in the Subscription Documents, nor the compliance by the Company with

the terms and provisions hereof or thereof, has conflicted with or will conflict

with, or has resulted in or will result in a breach of, any of the terms and

provisions of, or has constituted or will constitute a default under, or has

resulted in or will result in the creation or imposition of any lien, charge or

encumbrance upon any property or assets of the Company, if any, pursuant to the

terms of any indenture, mortgage, deed of trust, note, loan or credit agreement

or any other agreement or instrument evidencing an obligation for borrowed

money, or any other agreement or instrument to which the Company may be bound or

to which any of the property or assets of the Company is subject except where

such default, lien, charge or encumbrance would not have a MAE; nor will such

action result in any violation of the provisions of the charter or the Bylaws of

the Company or, assuming the due performance by the Placement Agent of its

obligations hereunder, any

5

<PAGE>

statute, order, rule or regulation applicable to the Company of any court or of

any foreign, federal, state or other regulatory authority or other government

body having jurisdiction over the Company.

(x) Neither the Company nor any of its officers, directors, employees

or stockholders has employed any broker or finder in connection with the

transactions contemplated by this Placement Agent Agreement other than the

Placement Agent and there are no claims for services in the nature of a finder's

or origination fee with respect to the sale of the Securities.

(xi) Subject to the performance by the Placement Agent of its

obligations hereunder, and the accuracy of the representations and warranties

made by the respective investors in the Subscription Documents, the Offering

Documents and the offer and sale of the Securities comply, and will continue to

comply, through the Offering Period with the requirements of Rule 506 of

Regulation D promulgated by the Commission pursuant to the Securities Act and

any other applicable federal and state laws, rules, regulations and executive

orders. Neither the Offering Documents nor any amendment or supplement thereto,

nor any other documents prepared by the Company in connection with the Offering

contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading. All

statements of material facts in the Offering Documents are true and correct as

of the date of the Offering Documents and will be true and correct in all

material respects on the date of the Closing. If at any time prior to the

completion of the Offering or other termination of this Placement Agent

Agreement any event shall occur as a result of which it might, in the Company's

opinion, become necessary to amend or supplement the Offering Documents so that

they do not include any untrue statement of any material fact or omit to state

any material fact necessary in order to make the statements therein, in light of

the circumstances then existing, not misleading, the Company will promptly

notify the Placement Agent and will supply the Placement Agent with amendments

or supplements correcting such statement or omission.

(xii) All taxes which are due and payable from the Company have been

paid in full or appropriate extensions of such payment have been obtained and

the Company does not have any tax deficiency or claim outstanding assessed or

proposed against it (except for such amounts set forth in the Offering

Documents, which amounts will be paid at Closing).

(xiii) Neither the Company nor any of its officers, directors,

employees or agents, nor any other person acting on behalf of the Company, has,

directly or indirectly, given or agreed to give any money, gift or similar

benefit (other than legal price concessions to customers in the ordinary course

of business) to any customer, supplier, employee or agent of a customer or

supplier, or official or employee of any governmental agency or instrumentality

of any government (domestic or foreign) or any political party or candidate for

office (domestic or foreign) or other person who is or may be in a position to

help or hinder the business of each of the Company or its subsidiaries (or

assist it in connection with any actual or proposed transaction) which (A) might

subject the Company and its subsidiaries, if any, to any material damage or

penalty in any civil, criminal or governmental litigation or proceeding, or (B)

if not given in the past, might have had a MAE on the assets, business or

operations of the Company or its subsidiaries as reflected in any of the

financial statements contained in the Offering Documents, or (C) if not

continued in the future, might adversely affect the assets, business or

operations of the Company or its subsidiaries in the future.

(xiv) Assuming (i) the accuracy of the information provided by the

respective investors in the Subscription Documents and (ii) that the Placement

Agent have complied in all material respects with their obligations under this

Placement Agent Agreement, the offer and sale of the Units pursuant to the terms

of the Offering Documents are exempt from the registration requirements of the

Securities Act and the rules and regulations promulgated thereunder.

6

<PAGE>

(xv) When the Warrant Shares and the Placement Agent Shares shall have

been duly delivered to the purchasers and payment shall have been made therefor,

the purchasers thereof shall have good and marketable title to the Warrant

Shares and the Placement Agent Shares, as the case may be, free and clear of all

liens, encumbrances and claims whatsoever and the Company shall have paid all

taxes, if any, in respect of the original issuance thereof.

(xvi) The Company understands that the foregoing representations and

warranties shall be deemed material and to have been relied upon by the

Placement Agent. No representation or warranty by the Company in this Placement

Agent Agreement, and no written statement contained in any document, certificate

or other writing delivered by the Company to the Placement Agent contains any

untrue statement of material fact or omits to state any material fact necessary

to make the statements herein or therein, in light of the circumstances under

which they were made, not misleading.

(xvii) The Company will not deliver the Offering Documents to any

person it does not reasonably believe to be an Accredited Investor.

(xviii) The Company will not intentionally take any action which it

reasonably believes would cause the Offering to violate the provisions of the

Securities Act, Exchange Act or the Rules and Regulations.

(xix) The Company shall use all reasonable efforts to determine (a)

whether any prospective purchaser is an Accredited Investor and (b) that any

information furnished by a prospective investor is true and accurate.

(xx) To the best of Company's knowledge, since August 31, 2007, except

as disclosed in the Offering Documents, the Company has not incurred any

liabilities or obligations, direct or contingent, not consistent with its past

practices, or entered into any transaction not consistent with its past

practices, which is material to the business of the Company, and, since the date

of the Memorandum, there has not been any change in the capital stock of, or any

incurrence of funded debt by, the Company, or any issuance of options, warrants

or other rights to purchase the capital stock of the Company, or any adverse

change or any development involving, so far as the Company can now reasonably

foresee, a prospective adverse change in the condition (financial or otherwise),

net worth, results of operations, business, key personnel or properties which

would be material to the business or financial condition of the Company, and the

Company has not become a party to, and neither the business nor the property of

the Company has become the subject of, any material litigation whether or not in

the ordinary course of business.

(xxi) Except as set forth in the Offering Documents, the Company filed

all Federal, State, local and foreign tax returns, if any, which are required to

be filed by it to the relevant agencies and all such returns are true and

correct in all material respects except as the Company has paid all taxes

pursuant to such returns or pursuant to any assessments received by it or which

it is obligated to withhold from amounts owing to any employee, creditor or

third party. The Company has properly accrued all taxes required to be accrued

by generally accepted accounting principals consistently applied. To the best of

current management's knowledge, the tax returns of the Company have never been

audited by any state, local or Federal authorities. The Company has not waived

any statute of limitations with respect to taxes or agreed to any extension of

time with respect to any tax assessment or deficiency.

(xxii) Except with respect to holders of the Units, no person has any

right to cause the Company to effect the registration under the Securities Act

of any securities of the Company. The Company shall grant registration rights

under the Securities Act to the Investors in the Offering and/or

7

<PAGE>

their transferees as more fully described in the Subscription Agreement between

the Company and the Investors.

(xxiii) No person, firm or other business entity is a party to any

agreement, contract or understanding, written or oral entitling such party to a

right of first refusal with respect to offerings by the Company.

5. Representations and Warranties of RedRoller.

RedRoller hereby represents and warrants as follows:

(i) The execution, delivery and performance of each of this Placement

Agent Agreement has been duly and validly authorized by RedRoller and is a valid

and binding obligation of the Company, enforceable in accordance with its

respective terms, except to the extent that (a) the enforceability hereof or

thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or

similar laws from time to time in effect and affecting the rights of creditors

generally, (b) the enforceability hereof or thereof is subject to general

principles of equity; or (c) the indemnification provisions hereof or thereof

may be held to be violative of public policy.

(ii) All issued and outstanding securities of RedRoller have been duly

authorized and validly issued, fully paid and non-assessable and were issued in

compliance with all applicable federal and state securities laws; the holders

thereof have no rights of rescission or preemptive rights with respect thereto

and are not subject to personal liability solely by reason of being security

holders; and none of such securities was issued in violation of the preemptive

rights of any holders of any security of the Company. As of the date hereof, the

authorized capital stock of RedRoller consists 50,000,000 shares of common

stock, par value $0.01 per share, of which 6,892,804 are issued and outstanding,

and 10,000,000 shares of preferred stock, par value $0.01 per share, of which

4,607,784 are issued and outstanding.

(iii) Except as set forth in the Offering Documents or on Schedule

5(iii) hereto, there are: (i) no outstanding options, warrants, rights

(including conversion or preemptive rights) or agreements pursuant to which

RedRoller is or may become obligated to issue, sell or repurchase any securities

of RedRoller; (ii) no restrictions on the transfer of RedRoller's capital stock

imposed by RedRoller's Certificate of Incorporation or Bylaws or any agreement

to which RedRoller is a party, any order of any court or any governmental agency

to which RedRoller is subject or any statute other than those imposed by

relevant state and federal securities laws; (iii) no cumulative voting or

preemptive rights for any of RedRoller's capital stock; (iv) no registration

rights under the Securities Act with respect to RedRoller's capital


 
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