0001193125-14-099928.txt : 20140314 0001193125-14-099928.hdr.sgml : 20140314 20140314153759 ACCESSION NUMBER: 0001193125-14-099928 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140314 DATE AS OF CHANGE: 20140314 GROUP MEMBERS: ABDALLAH DAHER GROUP MEMBERS: DAHER BONDS INVESTMENT CO GROUP MEMBERS: MIDA HOLDINGS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bonds.com Group, Inc. CENTRAL INDEX KEY: 0001179090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 383649127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80545 FILM NUMBER: 14694354 BUSINESS ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-257-4062 MAIL ADDRESS: STREET 1: 1500 BROADWAY STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: IPORUSSIA INC DATE OF NAME CHANGE: 20020801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Daher Michel CENTRAL INDEX KEY: 0001536870 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 241 STREET 2: FERZOL MAIN ROAD CITY: BEKAA VALLEY STATE: M8 ZIP: 1107 SC 13D/A 1 d691867dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Bonds.com Group, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

098003106

(CUSIP Number)

Rima R. Moawad

Haynes and Boone, LLP

30 Rockefeller Plaza

26th Floor

New York, New York 10112

212.659.4996

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 12, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP 098003106  

 

  1.   

Names of Reporting Persons

 

Michel Daher

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        (b)  x

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Lebanon

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

307,0861

     8.   

Shared Voting Power

 

460,6302

     9.   

Sole Dispositive Power

 

307,0861

   10.   

Shared Dispositive Power

 

460,6302

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

767,7163

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

75.9%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1  Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants.
2  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.
3  Includes 410,575 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 357,141 shares of Common Stock issuable upon exercise of Warrants.

 

1


CUSIP 098003106  

 

  1.   

Names of Reporting Persons

 

Abdallah Daher

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        (b)  x

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Lebanon

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

     8.   

Shared Voting Power

 

460,6301

     9.   

Sole Dispositive Power

 

   10.   

Shared Dispositive Power

 

460,6301

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

460,6301

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

65.4%

14.  

Type of Reporting Person (See Instructions)

 

IN

 

1  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.

 

2


CUSIP 098003106  

 

  1.   

Names of Reporting Persons

 

Daher Bonds Investment Company

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        (b)  x

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

460,6301

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

460,6301

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

460,6301

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

65.4%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

1  Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants.

 

3


CUSIP 098003106  

 

  1.   

Names of Reporting Persons

 

Mida Holdings

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨        (b)  x

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

307,0861

     8.   

Shared Voting Power

 

     9.   

Sole Dispositive Power

 

307,0861

   10.   

Shared Dispositive Power

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

307,0861

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

55.8%

14.  

Type of Reporting Person (See Instructions)

 

OO

 

1  Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants.

 

4


CUSIP 098003106  

This Amendment No. 6 to Schedule 13D amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2011, as amended by Amendment No. 1 filed on June 15, 2012, Amendment No. 2 filed on March 15, 2013, Amendment No. 3 filed on January 17, 2014, Amendment No. 4 filed on January 28, 2014 and Amendment No. 5 filed on March 4, 2014 (as amended, the “Schedule 13D”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

 

Item 4. Purpose of Transaction

Item 4 is hereby supplemented and amended by the following additional information:

On March 5, 2014, the Issuer, MTS Markets International, Inc. (“MTS”), an affiliate of the London Stock Exchange Group, and MMI Newco Inc., a wholly-owned subsidiary of MTS (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of MTS (the “Merger”). As disclosed by the Issuer, the aggregate cash consideration (the “Merger Consideration”) is approximately $15 million according to the terms of the Merger Agreement and subject to certain adjustments described therein.

Pursuant to the Merger Agreement, MTS will place $1.5 million of proceeds from the sale of the shares pursuant to the Merger into escrow to cover the purchase price adjustment and certain potential indemnity claims. In the absence of claims, these funds will be released to the Series E-2 stockholders of the Issuer, including the Reporting Persons, in increments of $500,000 beginning on the first anniversary of closing and continuing on the 18 and 24 month anniversaries of closing. In addition, from $100,000 up to $200,000 will be held by a stockholder representative as a reserve for expenses incurred in connection with such person’s duties as a stockholder representative.

In connection with the Merger Agreement, certain of the Issuer’s stockholders, including the Reporting Persons, have executed a Written Consent of Certain Stockholders of Bonds.com Group, Inc. (the “Stockholder Consent”) on March 12, 2014, pursuant to which those stockholders, including the Reporting Persons, have affirmatively approved the Merger Agreement and the transactions contemplated thereby. In addition, pursuant to the Stockholder Consent, among other things, the Reporting Persons have agreed not to transfer, at any time prior to the effective time of the Merger, any shares of the Issuer’s capital stock held by the Reporting Persons.

If the Merger is consummated, the outstanding shares of common stock will cease to be registered under the Exchange Act, and the Issuer will become a wholly-owned subsidiary of MTS.

The Reporting Persons previously announced certain potential proposals regarding a possible change of control transaction or other business combination or refinancing transaction involving the Issuer. In light of the Issuer’s announcement of the pending Merger, the Reporting Persons have ceased their discussions with the Issuer regarding such a change of control transaction or other business combination or refinancing transaction other than the transactions contemplated by the Merger Agreement. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer.

The foregoing description of the Stockholder Consent does not purport to be a complete description and is qualified in its entirety by reference to such document. A copy of the Stockholder Consent is attached hereto as Exhibit 99.1 and is incorporated herein by reference. References to, and descriptions of, the Merger Agreement as set forth in this Item 4 are qualified in their entirety by reference to the Merger Agreement filed as Exhibit 1.1 to the Issuer’s current report on Form 8-K filed with the SEC on March 7, 2014 which is incorporated in its entirety in this Item 4.

 

Item 5. Interest in Securities of the Issuer

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page herein.

 

5


CUSIP 098003106  

(b) Number of shares as to which the Reporting Person has:

 

  (i) sole power to vote or to direct the vote: See Item 7 on the cover page hereto.

 

  (ii) shared power to vote or to direct the vote: See Item 8 on the cover page hereto.

 

  (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page hereto.

 

  (iv) shared power to dispose or to direct the disposition: See Item 10 on the cover page hereto.

All percentages set forth in this statement are based on 243,438 shares of Common Stock, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2013.

(c) Transactions by the Reporting Person in shares of Common Stock of the Issuer in the last sixty days consist of the following transactions: None.

 

Item 7. Material to be Filed as Exhibits

 

99.1    Written Consent of Certain Stockholders of Bonds.com Group, Inc., signed by Daher Bonds Investment Company and Mida Holdings on March 12, 2014.

 

6


CUSIP 098003106  

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 12, 2014

 

/s/ Michel Daher
Michel Daher
/s/ Abdallah Daher
Abdallah Daher
Daher Bonds Investment Company
By:   /s/ Michel Daher
  Michel Daher, Manager
Mida Holdings
By:   /s/ Michel Daher
  Michel Daher, Manager

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

7

EX-99.1 2 d691867dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

WRITTEN CONSENT

OF CERTAIN STOCKHOLDERS OF

BONDS.COM GROUP, INC.

Pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”) and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Bonds.com Group, Inc., a Delaware corporation (the “Company”), the undersigned, being the holder of the number of shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), Series A participating preferred stock, par value $0.0001 per share (the “Series A Stock”), Series C convertible preferred stock, par value $0.0001 per share (the “Series C Stock”), Series E convertible preferred stock, par value $0.0001 per share (the “Series E Stock”), Series E-1 convertible preferred stock, par value $0.0001 per share (the “Series E-1 Stock”), and/or Series E-2 convertible preferred stock, par value $0.0001 per share (the “Series E-2 Stock” and, collectively with the Series A Stock, Series C Stock, Series E Stock and Series E-1 Stock, the “Company Preferred Stock”) set forth on the signature page below, does hereby irrevocably consent as follows:

Adoption of the Merger Agreement

WHEREAS, the Board of Directors of the Company has (a) approved and declared advisable (i) the Agreement and Plan of Merger, dated as of March 5, 2014, among MTS Markets International, Inc., a Delaware corporation (“Parent”), MMI Newco Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, which is attached hereto as Exhibit A (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”), (ii) the Merger and (iii) the other transactions contemplated by the Merger Agreement, including execution of the Escrow Agreement (as defined in the Merger Agreement), (b) declared that it is in the best interests of the Company’s stockholders that the Company enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the Merger Agreement, (c) declared that the consideration to be paid to the Company’s stockholders in the Merger is fair to such stockholders and (d) recommended that the Company’s stockholders adopt the Merger Agreement;

WHEREAS, the Merger Agreement provides that each share of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than shares of Company Common Stock and Company Preferred Stock that are held by a holder who has sought appraisal rights pursuant to the DGCL) shall be cancelled and shall be converted automatically into the right to receive the Merger Consideration (as defined in the Merger Agreement);


WHEREAS, the undersigned has reviewed the Merger Agreement and such other information as it believes necessary to make an informed decision concerning its vote on the adoption of the Merger Agreement, and the undersigned has had the opportunity to consult with its own legal, tax and/or financial advisor(s) regarding the consequences to it of the Merger, the Merger Agreement and the execution of this written consent;

WHEREAS, the undersigned desires to waive any rights to appraisal of the fair value of its shares of Company Common Stock and Company Preferred Stock and rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise;

WHEREAS, the undersigned desires to waive certain other rights in connection with this written consent, the Merger Agreement and the Merger all as set forth herein;

WHEREAS, the undersigned agrees not to transfer, at any time prior to the Effective Time (as defined in the Merger Agreement), any shares of Company Common Stock or Company Preferred Stock held by it;

WHEREAS, the undersigned, if a holder of Series E-2 Stock (“Series E-2 Holder”), acknowledges and agrees that $1,500,000 of Merger Consideration (as defined in the Merger Agreement) (the “Escrow Amount”) will be placed in escrow for the purpose of (a) paying any amount owed, if any, as a result of a downward adjustment to the Merger Consideration pursuant to Section 2.8 of the Merger Agreement and (b) satisfying any indemnification claims that may arise under Section 9.2 of the Merger Agreement, subject in each case to the terms of the Merger Agreement, including Section 9.6, with it being understood that all such obligations set forth in (a) and (b) above shall be satisfied solely by the Escrow Amount and that any portion of the Escrow Amount not used to satisfy such obligations shall be released to the Stockholder Representative (as defined in the Merger Agreement) for distribution to the Series E-2 Holders over a period of two years pursuant to the terms of the Merger Agreement and the Escrow Agreement;

WHEREAS, the undersigned, if a Series E-2 Holder, acknowledges and agrees that up to $200,000 of Merger Consideration (the “Reserve Amount”) will be disbursed to the Stockholder Representative to be used to pay any expenses (including reasonable legal fees, accounting fees, consulting fees, and other out-of-pocket expenses) incurred by the Stockholder Representative in that capacity; and

WHEREAS, the undersigned, if a Series E-2 Holder, agrees to the appointment of the Stockholder Representative by the Required Series E-2 Stockholders, with the power and authority to act on behalf of the Series E-2 Holders as set forth in the Merger Agreement.

 

  1. NOW, THEREFORE, BE IT RESOLVED, that after consideration of the terms and conditions of the Merger Agreement and the Escrow Agreement, the Merger Agreement, the Escrow Agreement and the transactions and agreements contemplated thereby, including the Merger, be, and the same hereby are, adopted and approved in all respects;


  2. FURTHER RESOLVED, that, the undersigned hereby irrevocably waives any rights to appraisal of the fair value of its shares of Company Common Stock and Company Preferred Stock with respect to the Merger and any rights to dissent from the Merger that the undersigned may have, whether pursuant to the DGCL or otherwise;

 

  3. FURTHER RESOLVED, that, conditioned on the Closing (as defined in the Merger Agreement) and effective as of the Effective Time, the undersigned (on its own behalf and on behalf of its successors-in-interest, transferees or assignees) hereby irrevocably waives any and all claims it may have against the Company or the Surviving Corporation in its capacity as a stockholder of the Company, including, without limitation, any claim relating to any prior purchases by such stockholder of debt or equity of the Company, including pursuant to the Unit Purchase Agreement dated December 5, 2011 and the Unit Purchase Agreement dated February 28, 2013, and agrees to take all necessary steps to affirmatively waive and release any right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by the Parent in writing; provided, however, nothing in this written consent constitutes a waiver of (a) rights or claims under the Merger Agreement, the Escrow Agreement, and other Ancillary Agreements, (b) for the avoidance of doubt, rights or claims under indemnification or similar agreements and indemnification, exculpation and advancement of expense provisions in the Company’s Certificate of Incorporation and Bylaws, (c) for the avoidance of doubt, rights to repayment of the Bridge Loans (as defined in the Merger Agreement), or (d) for the avoidance of doubt, any rights or claims in the event the Closing does not occur;

 

  4. FURTHER RESOLVED, that the undersigned hereby agrees not to transfer any shares of Company Common Stock or Company Preferred Stock held by it at any time prior to the Effective Time (as defined in the Merger Agreement), unless and until the Merger Agreement is validly terminated in accordance with its terms;

 

  5. FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned hereby acknowledges and agrees (on its own behalf and on behalf of its successors-in-interest, transferees or assignees) that the Escrow Amount will be placed in escrow for the purpose of (a) paying any amount owed, if any, as a result of a downward adjustment to the Merger Consideration pursuant to Section 2.8 of the Merger Agreement and (b) satisfying any indemnification claims that may arise under Section 9.2 of the Merger Agreement, subject in each case to the terms of the Merger Agreement, including Section 9.6, with it being understood that all such obligations set forth in (a) and (b) above shall be satisfied solely by the Escrow Amount and that any portion of the Escrow Amount not used to satisfy such obligations shall be released to the Stockholder Representative (as defined in the Merger Agreement) for distribution to the Series E-2 Holders over a period of two years pursuant to the terms of the Merger Agreement and the Escrow Agreement;


  6. FURTHER RESOLVED, that the Required Series E-2 Stockholders are authorized to designate the Stockholder Representative (as defined in the Merger Agreement), with the power and authority to act on behalf of the Series E-2 Holders as set forth in the Merger Agreement and with the rights set forth in the Merger Agreement;

 

  7. FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned acknowledges and agrees that the Reserve Amount will be disbursed to the Stockholder Representative to be used to cover and liabilities and pay any expenses (including reasonable legal fees, accounting fees, consulting fees, and other out-of-pocket expenses) incurred by the Stockholder Representative in that capacity in accordance with the terms of Section 10.2 of the Merger Agreement;

 

  8. FURTHER RESOLVED, that, if the undersigned is a Series E-2 Holder, the undersigned agrees to all the provisions relating to the Reserve Amount and the Stockholder Representative (including, without limitation, Sections 2.3, 2.9, 10.2 and 10.6) of the Merger Agreement and that the other Series E-2 Holders may rely upon such agreement as being binding against the undersigned; and

 

  9. FURTHER RESOLVED, that Parent and the Stockholder Representative may rely upon the shareholder consent in resolution 1, above, and the waivers and agreements in resolutions 2 through 8 above, as being binding as a shareholder consent, waivers and agreements, as applicable, against the undersigned.

The undersigned hereby waives compliance with any and all notice requirements imposed by the Amended and Restated Certificate of Incorporation of the Company, the Company’s Amended and Restated Bylaws, the DGCL and any other applicable law. This written consent is effective upon execution and may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Stockholder Consent Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has executed this written consent on the date first set forth opposite its name below.

 

  Mida Holdings
  By:   /s/ Michel Daher
Date: March 12, 2014     Name:   Michel Daher
    Title:   Chairman
    Number of shares of Series E-2 Stock: 4,000

[Stockholder Consent Signature Page]


IN WITNESS WHEREOF, the undersigned has executed this written consent on the date first set forth opposite its name below.

 

  Daher Bonds Investment Company
  By:   /s/ Michel Daher
Date: March 12, 2014     Name:   Michel Daher
    Title:   Chairman
    Number of shares of Series E-2 Stock: 6,000

[Stockholder Consent Signature Page]