SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported) : December 1, 2011
 
Commission File No. 333-136643
 
ONE BIO, CORP.
(Exact name of registrant as specified in its charter)
 
Florida   59-3656663
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)

19950 West Country Club Drive, Suite 100, Aventura, FL 33180
(Address of principal executive offices)

305-328-8662
(Issuer  telephone number)

(Former Name and Address)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
SECTION 8 – Other Events

ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
(A)           On December 1, 2011, we entered into a Fifth Loan Extension Agreement (“ Extension ”) with UTA Capital and other investors (collectively the “ Investors ” or “ Purchasers ” and together with the Company the “ Parties ”), pursuant to which, among other things, the maturity date of the Notes with principal amount outstanding of $2,552,000 was further extended to July 1, 2012 (the “ Extended Maturity Date ”).  Under the Extension the Company agreed to make the following principal reduction payments (each, a “ Principal Reduction Payment ”): (a) on December 30, 2011 a payment of $200,000, (b) on January 31, 2012 a payment of $651,000, (c) on March 1, 2012 a payment of $150,000, (d) on March 15, 2012 a payment of $150,000, (e) on April 1, 2012 a payment of $551,000, (f) on May 15, 2012 a payment of $300,000 and (g) on July 1, 2012 a payment of $550,000. In addition, the Company and the Purchasers agreed that from and after December 1, 2011, interest shall continue to accrue under the Notes at an Interest Rate of eight percent (8%) per annum.

If any Principal Reduction Payment is not made within three (3) days of the date such payment is due (each such date, a “ Nonpayment Date ”) then amongst other things: (a) such nonpayment shall immediately constitute an event of default; (b)   the Company shall be required to pay to Purchasers a late payment fee equal to the greater of (I) $50,000, or (II) 10% of the aggregate amount of Principal Reduction Payments that (i) payment is past due and (ii) has not been paid as of such Nonpayment Date; (c) beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any Principal Reduction Payments that (i) payment is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to Purchasers a late payment fee equal to the greater of (I) $5,000 or (II) 1% of the aggregate amount of Principal Reduction Payments that (i) payment is past due and (ii) has not been paid as of the end of each such incremental three (3) day period.

In consideration of the further extension of the Extended Maturity Date and the further deferred payment of the Principal Reduction Payments (a) upon execution and delivery of the Extension, the Company shall issue to the Purchasers 50,000 shares of Common Stock (the “Extension Shares”) for no additional consideration, (b) on or before October 1, 2012 the Company shall pay to the Purchasers $400,000 as a non-refundable extension fee (the “ Extension Fee ”) subject to adjustment as provided in the Extension.  In addition as consideration for the Extension the Purchasers have waived any event of default by the Company under the Notes arising solely from the nonpayment of the principal amount of the Notes at the December 1, 2011 Maturity Date.

 
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(B)           On December 1, 2011, we also entered into a further modification agreement to the Consulting Agreement (“ Modified Consulting Agreement ”) signed by the Purchasers (as the “ Consulting Firms” ) on February 28, 2011 and modified on July 8, 2011. The Modified Consulting Agreement modifies amongst other things the Put Right under paragraph 3(a) of the Prior Agreement as follows: (a) The Company agreed to purchase from each of the Consulting Firms, severally and not jointly, and each Consulting Firm agreed to sell to the Company, severally and not jointly, the shares of the Company’s common stock identified in the Modified Consulting Agreement (the “ Put Shares ”) on the terms set forth below (the “ Put Right ”): (i) The price per share to be paid by the Company for the Put Shares shall be $5.3893 per share, net of any taxes and transfer fees; and (ii) The issuance and sale of the Put Shares shall be completed as follows: (A)  up to 79,788 shares for $430,000 on the earlier to occur of (1) December 10, 2011, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ First Put Date ”); (B) up to 108,881 shares for $586,800 on the earlier to occur of (1) April 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ Second Put Date ”); and (C) up to 111,331 shares for $600,000 on the earlier to occur of (1) July 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ Third Put Date ”). (iii) If the purchase price for Put Shares is not paid to the Consulting Firms by the Company on the First Put Date or within three (3) days of the Second Put Date or the Third Put Date, respectively (each such date, a “ Nonpayment Date ”): (A) such nonpayment shall immediately constitute an event of default under the Notes;  (B) the Company shall be required to pay to Consulting Firms a late payment fee equal to the greater of (a) $50,000, or (b) 10% of the aggregate amount of the purchase price for the Put Shares that (i) payment is past due and (ii) has not been paid as of such Nonpayment Date; and (C) beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any purchase price for Put Shares that (i) payment is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to the Consulting Firms a late payment fee equal to the greater of (a) $5,000 or (b) 1% of the purchase price for the Put Shares that (i) payment is past due and (ii) has not been paid as of the first day of such incremental three (3) day period.

ITEM 9.01      EXHIBITS
 
Exhibit No.   Description
     
10.01      Fifth Loan Extension Agreement dated as of December 1, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.
     
10.02      Further Amendment to Consulting Agreement dated as of December 1, 2011, between ONE Bio, Corp. and UTA Capital LLC, Gal Dymant and Alan Fournier.

 
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Signatures

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  ONE Bio, Corp.  
       
December 6, 2011
By:
/s/ Marius Silvasan  
    Marius Silvasan,  
    Chief Executive Officer and Director  
       
       
December 6, 2011   /s/ Cris Neely  
    Cris Neely,  
    Chief Financial Officer and Director  
 
 
 
 
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EXHIBIT 10.01
 
 
One Bio, Corp.
19950 W Country Club Dr.
Suite 100
Aventura FL 33180
 
December 1, 2011

UTA Capital LLC
YZT Management LLC
c/o Mr. Udi Toledano, Managing Member
100 Executive Drive, Suite 330
West Orange, NJ 07052

Gal Dymant
Flat B, 21/F
Tower 1, Estoril Court
55 Garden Road
Hong Kong, HK

Alan Fournier
11 Spring Hollow Road
Far Hills, New Jersey 07931

Ladies and Gentlemen:

This letter confirms the mutual understanding of One Bio, Corp. (the “ Company ”) and UTA Capital, LLC, Gal Dymant and Alan Fournier (collectively, the “ Purchasers ”) as set forth below. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the Notes (as defined below).
 
1.   Principal Reduction Payments .   The Company shall make principal reduction payments to the Purchasers in respect of the loan evidenced by an aggregate of $2,900,000 of Promissory Notes executed by the Company and each of the Purchasers on August 12, 2010 and as amended, modified and extended through and as of the date hereof (each, a “Note” and, collectively, the “ Notes ”) in the aggregate amount of $2,552,000 (each, a “ Principal Reduction Payment ”) in accordance with the payment schedule set forth in Schedule 1 attached hereto. The amount of each Principal Reduction Payment shall be allocated among the Purchasers in accordance with Schedule 2 attached hereto.  After giving effect to the payment of the Principal Reduction Payment, the outstanding principal amount of the Notes of $2,552,000 (the “ Outstanding Principal Amount ”) shall be reduced to $0; provided, however, that the Notes shall be deemed to remain outstanding and in full force and effect until all amounts payable to Purchasers under the Notes and this letter agreement have been paid in full.
 
2.   Further Extension and Modification of the Notes .
 
(a)           The Maturity Date of the Notes is hereby further extended to July 1, 2012 (the “ Extended Maturity Date ”).  In addition, the Company and each of the undersigned Purchasers hereby agrees that from and after December 1, 2011, interest shall continue to accrue under the Notes at an Interest Rate of eight percent (8%) per annum.  Interest from and after the date of this letter agreement shall be payable by the Company to the Purchasers on a monthly basis on the first business day of each month that the Notes remain outstanding commencing on December 1, 2011.
 
 
1
 
 
(b)           If any Principal Reduction Payment is not made within three (3) days of the date such payment is due in accordance with Schedule 1 attached hereto (each such date, a “ Nonpayment Date ”):
 
(i)           such nonpayment shall immediately constitute an event of default without regard to the ten (10) day period provided in paragraph (b) of Section 10 of the Notes;
 
(ii)           the Company shall be required to pay to Purchasers a late payment fee equal to the greater of (a) $50,000, or (b) 10% of the aggregate amount of Principal Reduction Payments that (i) payment, as outlined in Schedule 1, is past due and (ii) has not been paid as of such Nonpayment Date, such late payment fee to be allocated among the Purchasers in accordance with Schedule 2 attached hereto;
 
(iii)           beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any Principal Reduction Payments that (i) payment, as outlined in Schedule 1, is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to Purchasers a late payment fee equal to the greater of (a) $5,000 or (b) 1% of the aggregate amount of Principal Reduction Payments that (i) payment, as outlined in Schedule 1, is past due and (ii) has not been paid as of the end of each such incremental three (3) day period, such late payment fee to be allocated among the Purchasers in accordance with Schedule 2 attached hereto; and
 
(iv)           the waiver provisions in Section 14 of the Notes shall continue to apply with respect to all of the foregoing late payment fees that may accrue pursuant to this paragraph (b).
 
3.   Extension Fee and Shares .  In consideration of the further extension of the Extended Maturity Date and the further deferred payment of the Principal Reduction Payments in accordance with Schedule 1 attached hereto:
 
(a)           upon execution and delivery of this Agreement, the Company shall issue to the Purchasers 50,000 shares of Common Stock (the “ Extension Shares ”) for no additional consideration, with the amount of such shares to be allocated among the Purchasers in accordance with Schedule 2 attached hereto.
 
(b)           on or before October 1, 2012 the Company shall pay to the Purchasers $400,000 as a non-refundable extension fee (the “ Extension Fee ”), with the amount of such payment to be allocated among the Purchasers in accordance with Schedule 2 attached hereto and subject to adjustment as provided in paragraph (c) below.
 
(c)           if on or before May 31, 2012 the Company shall (1) repay the Notes in full, and (2) pay to the Purchasers the purchase price for all, and not less than all, of the Put Shares (as such term is defined in that certain consulting letter agreement dated as of February 28, 2011, as extended, modified and amended by letters agreement dated as of July 8, 2011 and December 1, 2011), then the Extension Fee shall be reduced as provided in Schedule 3 attached hereto if.
 
 
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4.   Waiver of Default .  In consideration of the foregoing agreements and covenants of the Company and the Purchasers set forth in this letter agreement, the Purchasers hereby waive any event of default by the Company under the Notes arising solely from the nonpayment of the principal amount of the Notes at the December 1, 2011 Maturity Date.
 
5.   Fees and Expenses.   The Company shall promptly reimburse Purchasers for all of Purchasers’ legal fees and other out-of-pocket expenses incurred in connection with the preparation and negotiation of this letter agreement.   On or before December 10, 2011, the Company shall pay $20,761.27 to Purchasers’ counsel as a full reimbursement of previously accrued but unpaid legal expenses and an additional $10,000 to Purchasers’ counsel in payment of legal fees and expenses in connection with this letter agreement, and the extension of the Extended Maturity Date contemplated by this letter agreement shall be ineffective if such payment is not received on or before December 10, 2011.
 
6.   Enforceability .  Except as specifically modified herein, all prior written agreements between the Company and the Purchasers remain in full force and effect.
 
7.   Amendment and Waiver .  No term, covenant, agreement or condition of this letter agreement may be amended unless in a writing and executed by all of the parties hereto affected thereby.  No waiver of any term, covenant, agreement or condition of this letter agreement by a party shall be effective unless in writing executed by the waiving party.
 
8.   Successors and Assigns .  This letter agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not, and shall be subject to the terms and conditions of any prior written agreements between the parties.
 
9.   Counterparts .  This letter agreement may be executed by one or more of the parties to this letter agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.
 
10.   Severability .  In case any one or more of the provisions contained in this letter agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby.
 
11.   Conflict with Existing Loan Documents .  Notwithstanding any provision to the contrary contained in this letter agreement or any other written agreement between the parties, if any of the provisions of any other written agreement between the parties conflict with or are inconsistent with the provisions of this letter agreement, this letter agreement shall control and govern.
 
 
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12.   Captions .  The captions and headings of this letter agreement are for convenience of reference only and shall not affect the interpretation of this letter agreement.
 
13.   Governing Law .  WITH RESPECT TO ANY ACTION OR DISPUTE BETWEEN COMPANY AND THE PURCHASERS THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
14.   Loan Extension Agreement .  It is the intention and understanding of the parties hereto that this letter agreement shall act as an extension of the loan evidenced by the Notes and that this letter agreement shall not act as a novation of such loan.  The Extension Fees, Extension Shares and late payment fees payable to Purchasers pursuant to this letter agreement are in addition to and not in lieu of Purchasers’ rights under the Notes to accelerate repayment of principal upon any Event of Default.
 
15.   Effective Date .   This letter agreement shall become effective and its terms and conditions shall become enforceable by or against the parties hereto upon the Purchasers’ written confirmation of the satisfactory completion of their on-site due diligence visit at the Company.
 
[ Signature Page to Immediately Follow ]
 
 
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
 
  COMPANY:  
     
  ONE BIO, CORP.  
       
 
By:
/s/ Marius Silvasan  
    Name:       Marius Silvasan,  
    Title:  
   
Address: 8525 NW 53 rd Terr., Suite C101
                  Doral, Fl 33166
                  Attention: Chief Executive Officer
 
 
  PURCHASERS:  
     
  UTA CAPITAL LLC,  
  a Delaware limited liability company  
     
  By: YZT Management LLC, its Managing Member  
       
 
By:
/s/ Udi Toledano  
    Name:      Udi Toledano,  
    Title:        Managing Member  
   
Address: 100 Executive Drive, Suite 330
                 West Orange, NJ 07052
 
 
  GAL DYMANT  
       
 
 
/ s/ Gal Dymant  
    Gal Dymant  
       
    Address: Flat B, 21/F
                 Tower 1, Estoril Court
                 55 Garden Road
                 Hong Kong, HK
 
 
 
5
 
 
  PURCHASERS CONT’D:  
     
  ALAN FOURNIER  
       
 
By:
/s/ Alan Fournier  
    Alan Fournier,  
       
   
Address: 11 Spring Hollow Road
                  Far Hills, New Jersey 07931
 

 
6
 
 
Schedule 1
 
Principal Reduction Payments
 
Principal Reduction
Payment Due on
or before:
 
Amount of Principal
Reduction Payment:
 
December 30, 2011
 
$200,000
January 31, 2012
 
$651,000
March 1, 2012
 
$150,000
March 15, 2012
 
$150,000
April 1, 2012
 
$551,000
May 15, 2012
 
$300,000
July 1, 2012
 
$550,000
Total
 
$2,552,000
 
 
7
 

Schedule 2
 
Purchasers
Percentage of
Principal Reduction
Payment
Number of
Extension
Shares
UTA Capital LLC
 
68.965%
 
34,483
Gal Dymant
 
12.069%
 
6,034
Alan Fournier
 
18.966%
 
9,483
Total
 
100%
 
50,000

 
8
 
 
Schedule 3

Extension Fee Reduction Schedule

If Outstanding Principal and Interest on Notes
and Purchase Price of Put Shares paid on or before:
Extension Fee Shall
be Adjusted to:
May 31, 2012
 
$350,000
April 30, 2012
 
$300,000
March 31, 2012
 
$250,000
February 29, 2012
 
$200,000
January 31, 2012
 
$150,000
December 31, 2011
 
$100,000
 
 
 
9
 

 
EXHIBIT 10.02
 
One Bio, Corp.
19950 W Country Club Dr.
Suite 100
Aventura FL 33180

December 1, 2011

UTA Capital LLC
YZT Management LLC
c/o Mr. Udi Toledano, Managing Member
100 Executive Drive, Suite 330
West Orange, NJ 07052

Gal Dymant
Flat B, 21/F
Tower 1, Estoril Court
55 Garden Road
Hong Kong, HK

Alan Fournier
11 Spring Hollow Road
Far Hills, New Jersey 07931

Ladies and Gentlemen:

One Bio, Corp. (the “ Company ”) and UTA Capital, LLC, Gal Dymant and Alan Fournier (collectively, the “ Consulting Firms ”) are parties to that certain consulting letter agreement dated as of February 28, 2011, as extended, modified and amended by that certain consulting letter agreement between the Company and the Consulting Firms dated as of July 8, 2011 (as so extended, modified and amended, the “ Prior Agreement ”).  This letter confirms the mutual understanding of the Company and the Consulting Firms with respect to certain provisions of the Prior Agreement effective as of the date of this letter agreement.   Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Prior Agreement.  In consideration of the mutual promises contained herein and under the Prior Agreement and the continued performance of the parties of their continuing obligations under the Prior Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
 
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1.   Share Put Right .  The Put Right under paragraph 3(a) of the Prior Agreement is hereby amended and modified as follows:
 
(a)           The Company hereby agrees to purchase from each of the Consulting Firms, severally and not jointly, and each Consulting Firm hereby agrees to sell to the Company, severally and not jointly, the shares of the Company’s common stock identified on Schedule 1 attached hereto (the “ Put Shares ”) on the terms set forth below (the “ Put Right ”):
 
(i)            Price . The price per share to be paid by the Company for the Put Shares shall be $5.3893 per share, net of any taxes and transfer fees; and
 
(ii)            Closing . The issuance and sale of the Put Shares shall be completed as follows:
 
(A)            up to 79,788 shares for $430,000 on the earlier to occur of (1) December 10, 2011, or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ First Put Date ”);
 
(B)           up to 108,881 shares for $586,800 on the earlier to occur of (1) April 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ Second Put Date ”); and
 
(C)           up to 111,331 shares for $600,000 on the earlier to occur of (1) July 1, 2012,  or (2) such earlier date as the Notes are repaid in full by the Company (the earlier of such dates, the “ Third Put Date ”).
 
  (iii)            Late Payment Fees .  If the purchase price for Put Shares is not paid to the Consulting Firms by the Company on the First Put Date or within three (3) days of the Second Put Date or the Third Put Date, respectively (each such date, a “ Nonpayment Date ”):
 
  A)           such nonpayment shall immediately constitute an event of default under the Notes without regard to the three (3) and ten (10) day periods provided in paragraphs (a) and (b), respectively, of Section 10 of the Notes;
 
  B)           the Company shall be required to pay to Consulting Firms a late payment fee equal to the greater of (a) $50,000, or (b) 10% of the aggregate amount of the purchase price for the Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) has not been paid as of such Nonpayment Date; and
 
(C)           beginning on the fourth (4th) day after a Nonpayment Date, and for every incremental three (3) day period thereafter or any part thereof that any purchase price for Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) remains unpaid by the Company, the Company shall be required to pay to the Consulting Firms a late payment fee equal to the greater of (a) $5,000 or (b) 1% of the purchase price for the Put Shares that (i) payment, as outlined in section 1(a)(ii), is past due and (ii) has not been paid as of the first day of such incremental three (3) day period.
 
 
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(b)            Security .  As security for the Company’s obligations with respect to the Put Right set forth above, the pledge and security obligations of the Company to the Consulting Firms set forth in that certain Securities Purchase and Registration Rights Agreement dated January 8, 2009, as extended, modified and amended through the date hereof, shall survive and continue in full force and effect until such time as all amounts owing to the Consulting Firms under this letter agreement or any other agreement or instrument have been paid in full.
 
(c)            Allocation .  Put Shares shall be allocated among the Consulting Firms in accordance with Schedule 1 attached hereto.
 
2.   Enforceability .  Except as specifically modified herein, all prior written agreements between the Company and the Consulting Firms remain in full force and effect.
 
3.   Amendment and Waiver .  No term, covenant, agreement or condition of this letter agreement may be amended unless in a writing and executed by all of the parties hereto affected thereby.  No waiver of any term, covenant, agreement or condition of this letter agreement by a party shall be effective unless in writing executed by the waiving party.
 
4.   Successors and Assigns .  This letter agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not, and shall be subject to the terms and conditions of any prior written agreements between the parties.
 
5.   Counterparts .  This letter agreement may be executed by one or more of the parties to this letter agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.
 
6.   Severability .  In case any one or more of the provisions contained in this letter agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby.
 
7.   Conflict with Existing Loan Documents .  Notwithstanding any provision to the contrary contained in this letter agreement or any other written agreement between the parties, if any of the provisions of any other written agreement between the parties conflict with or are inconsistent with the provisions of this letter agreement, this letter agreement shall control and govern.
 
8.   Captions .  The captions and headings of this letter agreement are for convenience of reference only and shall not affect the interpretation of this letter agreement.
 
9.   Governing Law .  WITH RESPECT TO ANY ACTION OR DISPUTE BETWEEN COMPANY AND THE PURCHASERS THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
[ Signature Page to Immediately Follow ]
 
 
3
 
 
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
 
 
  COMPANY:  
     
  ONE BIO, CORP.  
       
 
By:
/s/ Marius Silvasan  
    Name: Maruis Silvasan  
    Title:  Chief Executive Officer  
    Address:    8525 NW 53rd Terr., Suite C101
                   Doral, Fl 33166
                  Attention: Chief Executive Officer
 
 
  CONSULTING FIRMS:  
     
  UTA CAPITAL LLC,  
  a Delaware limited liability company  
     
  By: YZT Management LLC, its Managing Member  
     
       
 
By:
/s/ Udi Toledano  
    Name: Udi Toledano  
    Title:  Managing Member  
    Address:    100 Executive Drive, Suite 330
                   West Orange, NJ 07052
 
 
 
4
 
 
  CONSULTING FIRMS CONT’D:  
     
  GAL DYMANT  
       
 
By:
/s/ Gal Dymant  
    Gal Dymant  
       
    Address:    Flat B, 21/F
                  Tower 1, Estoril Court
                   55 Garden Road
                   Hong Kong, HK
 

     
  ALAN FOURNIER  
       
 
By:
/s/ Alan Fournier  
    Alan Fournier  
       
   
Address:    11 Spring Hollow Road
                   Far Hills, New Jersey 07931
 
 
 
5
 

Schedule 1
 
Purchaser
Number of  Put Shares
Percentage Interest in Put Share Tranches
UTA Capital LLC
206,896 Shares
 
 
68.965%
Gal Dymant
36,208 Shares
 
 
12.069%
Alan Fournier
56,896 Shares
 
 
18.966%
Total
300,000 Shares
 
 
100%
 
 
 
 
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