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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
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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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(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
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(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,
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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
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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.
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(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
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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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