| /s/ Sam Serruya Sam Serruya, as Director of CanBa Investments, LLC | 06/19/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 99.1
Explanation of Responses:
(1) The
shares of the Issuers Series B-2 Convertible Preferred Stock, par value
$0.001 per share to which this filing relates (the Preferred Stock)
are convertible at the election of the holders, at any time, into shares of
Common Stock at an initial conversion price of $1.15 per share. The conversion price for the Preferred Stock
is subject to customary anti-dilution adjustments for stock splits, dividends
and the like. After June 16, 2011,
the Company will have the right to force the shares of Preferred Stock to
convert into shares of Common Stock if (i) the Common Stock trading volume
averages 150,000 shares per trading day over a 30 trading day period and (ii) the
daily volume weighted average price per share of the Common Stock exceeds the
product of 2.5 times the then-applicable conversion price for any 20 of the
preceding 30 trading days. There is no
expiration on either the optional or mandatory conversion right. After 7 years from the date the shares of
Preferred Stock are originally issued, the holders of at least a majority of
the then outstanding shares of Preferred Stock and shares of the Issuers Series B-1
Convertible Preferred Stock, par value $0.001 per share will have the right to
require the Company to redeem their shares, in whole or in part, at a price per
share equal to the original sale price per share plus any unpaid but accrued
dividends.