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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Additional Investment Right ("AIR") was granted by the Issuer to Associated Private Equity, LLC ("Associated"), in connection with Associated's investment in the Issuer. Mr. Braverman is a member of Associated, an entity which beneficially owns 875,000 shares of Common Stock issuable upon conversion of Preferred Stock that Associated has the right to acquire in accordance with the AIR and 875,000 shares of Common Stock issuable upon exercise of the Warrants that Associated has the right to acquire in accordance with the AIR. Pursuant to Rule 16a-1 of the Securities Exchange Act of 1934, as amended, Mr. Braverman may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by Associated. Mr. Braverman disclaims beneficial ownership with respect to any shares of Common Stock except to the extent of his pecuniary interest therein. |
(2) |
The AIR is exercisable from April 30, 2012 to March 31, 2013. |
(3) |
The AIR permits the holder to purchase additional investment units with each unit comprised of one share of 10% Convertible Preferred Stock (the "Preferred Stock") and a warrant exercisable for 25,000 shares of Common Stock (the "Warrants"). The Preferred Stock is convertible into Common Stock at a conversion price of $.40 per share and the Warrants are exercisable for Common Stock at an exercise price of $.50 per share. |
(4) |
The AIR was omitted from Mr. Braverman's original Form 3. |