CONTRIBUTION AGREEMENT AMONG DUANE STREET CORP., a Delaware corporation, RADITAZ, LLC, a Connecticut private limited liability company AND TOM BROPHY and TRUST UNDER ARTICLE III OF THE THOMAS E. BROPHY 2004 GRANTOR RETAINED ANNUITY TRUST DATED 3/2/2004, the majority holders of Raditaz, LLC membership interests January 28, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit A

List of Raditaz Members

Exhibit B

Form of Split-Off Agreement

Exhibit C

Form of Escrow Agreement

Exhibit D

Form of Lock-Up Agreement

Exhibit E

Form of Raditaz Counsel Opinion Letter

Exhibit F

Form of Pubco Counsel Opinion Letter

 

 

 

 

1.1           The Contribution.

 

 

[1.8         Reserved]

 

Raditaz and the Majority Holder represent and warrant to Pubco that the statements contained in this Article II are true and correct, except as set forth in the disclosure schedule provided by Raditaz and the Majority Holder to Pubco on the date hereof and accepted in writing by Pubco (the “Raditaz Disclosure Schedule”). The Raditaz Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article II, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Raditaz Disclosure Schedule shall qualify only the corresponding paragraph in this Article II. For purposes of this Article II, the phrase “to the knowledge of Raditaz and the Majority Holder” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Raditaz and the Majority Holder, as well as any other knowledge which such persons would have possessed had they made reasonable inquiry with respect to the matter in question.

 

 

2.1           Organization, Qualification and Corporate Power. Except as disclosed on Schedule 2.1, Raditaz is a limited liability company duly organized, validly existing and in corporate and tax good standing under the laws of Connecticut. Except as disclosed on Schedule 2.1, Raditaz and each of its Subsidiaries is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Raditaz Material Adverse Effect (as defined below). Raditaz and each of its Subsidiaries has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Raditaz and each of its Subsidiaries has furnished or made available to Pubco complete and accurate copies of its Certificate of Formation and Operating Agreement and other organizational documents including, where applicable, its Bylaws and Articles of Organization. Raditaz and each of its Subsidiaries is not in default under or in violation of any provision of its Certificate of Formation, as amended to date, its Operating Agreement, as amended to date, or any other organizational documents as amended to date. For purposes of this Agreement, “Raditaz Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of Raditaz taken as a whole.

 

2.2           Capitalization. As of the date of this Agreement and the Closing, there are and will be 39,249,885 Raditaz Membership Interests, issued and outstanding. Exhibit A sets forth a complete and accurate list of all holders of Raditaz Membership Interests, indicating the number of Raditaz Membership Interests held by each holder. All of the issued and outstanding Raditaz Membership Interests have been duly authorized and are validly issued, fully paid, nonassessable and free of all preemptive rights. Except as set forth in Schedule 2.2 of the Raditaz Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which Raditaz is a party or which are binding upon Raditaz providing for the issuance or redemption of any of its securities. There are no outstanding or authorized securities appreciation, phantom securities or similar rights with respect to Raditaz. There are no agreements to which Raditaz is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Raditaz. To the knowledge of Raditaz, there are no agreements among other parties, to which Raditaz is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Raditaz. All of the issued and outstanding Raditaz Membership Interests and Raditaz Stock Options were issued in compliance with applicable laws.

 

2.3           Authorization of Transaction. Raditaz and the Majority Holder have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder. The Majority Holder has the authority to require all of the other Raditaz Members to contribute all of their respective Membership Interests to Pubco in the Contribution pursuant to the terms and conditions of this Agreement. The execution and delivery by Raditaz and the Majority Holder of this Agreement and the consummation by Raditaz of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Raditaz. This Agreement has been duly and validly executed and delivered by Raditaz and the Majority Holder and constitutes a valid and binding obligation of Raditaz and the Majority Holder, enforceable against Raditaz, the Majority Holder and the Raditaz Members in accordance with its terms.

 

 

2.4           Noncontravention. Neither the execution and delivery by Raditaz and the Majority Holder of this Agreement, nor the consummation by Raditaz and the Majority Holder of the transactions contemplated hereby, will (a) conflict with or violate any provision of Raditaz’s Certificate of Formation or Operating Agreement, as amended to date, (b) require on the part of Raditaz any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for such permits, authorizations, consents and approvals for which Raditaz is obligated to use its Reasonable Best Efforts (as defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Raditaz is a party or by which Raditaz is bound or to which any of its assets is subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument set forth in Section 2.4 of the Raditaz Disclosure Schedule, for which Raditaz is obligated to use its Reasonable Best Efforts to obtain waiver, consent or approval pursuant to Section 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a Raditaz Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (iii) any notice, consent or waiver the absence of which would not have a Raditaz Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of Raditaz or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Raditaz or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of Raditaz and not material to Raditaz; and “Ordinary Course of Business” means the ordinary course of Raditaz’s business, consistent with past custom and practice (including with respect to frequency and amount).

 

2.5           Subsidiaries. Except as disclosed on Schedule 2.5, Raditaz does not have any Subsidiaries. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein (collectively, the “Subsidiaries”); “Raditaz Subsidiary” is a Subsidiary of Raditaz. “Pubco Subsidiary” is a Subsidiary of Pubco. Except as set forth in Section 2.5 of the Raditaz Disclosure Schedule, Raditaz does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association.

 

2.6           Financial Statements. Raditaz will provide or make available to Pubco prior to the Closing (a) the audited balance sheet of Raditaz (the “Raditaz Balance Sheet”) at December 31, 2012 and2011 hereinafter defined as the “Raditaz Balance Sheet Date”), and the related consolidated statements of operations and cash flows for the period from February 15, 2008 (inception) through December 31, 2012 (the “Raditaz Year-End Financial Statements”) and (b) the unaudited balance sheet of Raditaz (the “Raditaz Interim Balance Sheet”) at September 30, 2013 (the “Raditaz Interim Balance Sheet Date”) and the related statements of operations and cash flows for the nine months ended September 30, 2013 and 2012 (the “Raditaz Interim Financial Statements”) and together with Raditaz Balance Sheet and the Raditaz Year-End Financial Statements (the “Raditaz Financial Statements”). The Raditaz Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, fairly present in all material respects the financial condition, results of operations and cash flows of Raditaz and its Subsidiaries on a consolidated basis, as of the respective dates thereof and for the periods referred to therein, comply as to form with the applicable rules and regulations of the SEC for inclusion of such Raditaz Financial Statements in Pubco’s filings with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are consistent in all material respects with the books and records of Raditaz.

 

 

2.7           Absence of Certain Changes. Since the Raditaz Interim Balance Sheet Date, and except as set forth in Section 2.7 of the Disclosure Schedule, (a) to the knowledge of Raditaz, there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Raditaz Material Adverse Effect, and (b) Raditaz has not taken any of the actions set forth in paragraphs (a) through (m) of Section 4.4.

 

2.8           Undisclosed Liabilities. Except as set forth in Section 2.8 of the Raditaz Disclosure Schedules, Raditaz and the Raditaz Subsidiaries do not have any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Raditaz Interim Balance Sheet referred to in Section 2.6, (b) liabilities which have arisen since the Raditaz Interim Balance Sheet Date in the Ordinary Course of Business and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

 

2.9           Tax Matters.

 

(a) For purposes of this Agreement, the following terms shall have the following meanings:

 

(i) “Taxes” means all taxes, charges, fees, levies or other similar assessments or liabilities, including without limitation income, gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, transfer, withholding, employment, unemployment insurance, social security, business license, business organization, environmental, workers compensation, payroll, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, fines, penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.

 

(ii) “Tax Returns” means all reports, returns, declarations, statements or other information required to be supplied to a taxing authority in connection with Taxes.

 

 

2.17           Litigation. As of the date of this Agreement, there is no action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity or before any arbitrator (a “Legal Proceeding”) which is pending or has been threatened in writing against Raditaz or any Raditaz Subsidiary which (a) seeks either damages in excess of $10,000 individually, or $25,000 in the aggregate or (b) if determined adversely to Raditaz or any Raditaz Subsidiary could have, individually or in the aggregate, a Raditaz Material Adverse Effect.

 

 

 

 

 

 

Pubco represents and warrants to Raditaz and the Majority Holder that the statements contained in this Article III are true and correct, except as set forth in the disclosure schedule provided by Pubco to Raditaz and the Majority Holder on the date hereof and accepted in writing by Raditaz (the “Pubco Disclosure Schedule”). The Pubco Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Article III, and except to the extent that it is clear from the context thereof that such disclosure also applies to any other paragraph, the disclosures in any paragraph of the Pubco Disclosure Schedule shall qualify only the corresponding paragraph in this Article III. For purposes of this Article III, the phrase “to the knowledge of Pubco” or any phrase of similar import shall be deemed to refer to the actual knowledge of the executive officers of Pubco, as well as any other knowledge which such executive officers would have possessed had they made reasonable inquiry with respect to the matter in question.

 

3.1           Organization, Qualification and Corporate Power. Each of Pubco and the Split-Off Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the states of their respective formations. Pubco is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a Pubco Material Adverse Effect (as defined below). Each of Pubco and the Pubco Subsidiaries has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Pubco has furnished or made available to Raditaz complete and accurate copies of its articles of incorporation and bylaws, and the organizational documents of the Pubco Subsidiaries. Neither Pubco nor any Pubco Subsidiary is in default under or in violation of any provision of its articles of incorporation, as amended to date, or its bylaws, as amended to date. For purposes of this Agreement, “Pubco Material Adverse Effect” means a material adverse effect on the assets, business, condition (financial or otherwise), results of operations or future prospects of Pubco and its Subsidiaries, taken as a whole.

 

 

3.2           Capitalization. The authorized capital stock of Pubco consists of 150,000,000 shares of Pubco Common Stock, of which 1,756,000 (pre-split) shares were issued and outstanding as of the date of this Agreement. As soon as practicable following the Closing, Pubco shall increase its authorized capital stock to consist of 300,000,000 shares of Pubco common stock and 10,000,000 shares of Pubco Preferred Stock. The Pubco Common Stock is presently eligible for quotation and trading on the OTC Markets and is not subject to any notice of suspension or delisting. The Pubco Common Stock is not presently registered under Section 12(g) of the Exchange Act. Pubco files periodic reports with the SEC pursuant to the provisions of Section 13 or 15(d) of the Exchange Act. All of the issued and outstanding shares of Pubco Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Except as may be granted under Pubco’s 2014 Equity Incentive Plan (including the 81,176 pre-split (1,339,728 post-split) Pubco Options and 19,167 pre-split (316,328 post-split) Pubco Restricted Stock Awards to be issued in exchange for the Raditaz Options) and except as contemplated by the Private Placement Offering or the Transaction Documentation (as defined in Section 3.3) or described in Section 3.2 of Pubco Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which Pubco is a party or which are binding upon Pubco providing for the issuance or redemption of any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Pubco. There are no agreements to which Pubco is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Pubco. There are no agreements among other parties, to which Pubco is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Pubco. All of the issued and outstanding shares of Pubco Common Stock were issued in compliance with applicable federal and state securities laws including, but not limited to, the Securities Act. The 605,918 pre-split (10,000,000 post-split) Contribution Shares to be issued at the Closing, when issued and delivered in accordance with the terms hereof, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Assuming consummation of the Contribution at the Maximum PPO Amount, immediately after the Effective Time, without giving effect to the Contribution, the Private Placement Offering or the issuance of fully vested Pubco Restricted Stock Awards, but after giving effect to (i) the surrender of 1,500,000 pre-split shares of Pubco Common Stock by the Buyers (the “Share Contribution”) in connection with the Split-Off, there will be 256,000 pre-split shares of Pubco Common Stock issued and outstanding.

 

At the Closing, the pre-Contribution transaction stockholders of Pubco will own such number of shares of Pubco Common Stock as is equal to 19.9% of Pubco’s issued and outstanding shares of Pubco Common Stock after taking into account the Split-Off, Share Contribution, PPO and Contribution but not the Pubco Restricted Stock Awards. The-pre-Contribution transaction stockholders of Pubco, excluding the stockholders that will be parties to the Split-Off Agreement, will own an aggregate of 256,000 shares of Pubco Common Stock. If the initial PPO closing will be on the Maximum PPO Amount of $7,000,000, such pre-Contribution transaction stockholders of Pubco will retain all 256,000 (4,225,000 post-split) of such shares as this amount will constitute 19.9% of Pubco’s issued and outstanding shares of Common Stock after taking the Contribution and all related transactions into account. If however, the initial PPO closing will be on less than the Maximum PPO Amount, such pre-Contribution transaction stockholders of Pubco will cancel, prior to Closing, such number of shares of Pubco Common Stock as is necessary to insure that their aggregate holdings at the Closing will represent 19.9% of Pubco’s issued and outstanding shares of Common Stock at the Closing. In the event that there are additional closings under the PPO following the Closing, the pre-Contribution transaction stockholders of Pubco will receive additional shares of Pubco Common Stock in an amount necessary to maintain their aggregate 19.9% ownership. If, however, Pubco issues additional shares of Pubco Common Stock subsequent to the initial closing under the PPO and prior to, or in conjunction with, the final closing under the PPO, outside of the PPO issuances, such non-PPO share issuances shall not serve to increase the number of shares of Pubco Common Stock issuable by reason of the 19.9% maintenance provision.

 

 

3.3           Authorization of Transaction. Pubco has all requisite power and authority to execute and deliver this Agreement and the Split-Off Agreement and to perform its obligations hereunder and thereunder. Split-Off Subsidiary has all requisite power and authority to execute and deliver the Split-Off Agreement and to perform its obligations thereunder. The execution and delivery by Pubco of this Agreement and the Split-Off Agreement, and the agreements contemplated hereby and thereby (collectively, the “Transaction Documentation”), and the execution by Split-Off Subsidiary of the Split-Off Agreement and the consummation by Pubco of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Pubco, and the Split-Off Subsidiary, respectively. This Agreement has been duly and validly executed and delivered by Pubco and constitutes a valid and binding obligation of Pubco, enforceable against it in accordance with its terms.

 

3.4           Noncontravention. Neither the execution and delivery by Pubco of this Agreement or the Transaction Documentation, nor the consummation by Pubco of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the articles or certificate of incorporation or bylaws of Pubco, (b) require on the part of Pubco any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any Party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Pubco is a party or by which it is bound or to which any of its assets are subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not have a Pubco Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not have a Pubco Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of Pubco or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Pubco or any of its properties or assets.

 

3.5           Subsidiaries.

 

 

 

 

 

3.32           Minute Books. The minute books and other similar records of Pubco and each Pubco Subsidiary contain, in all material respects, complete and accurate records of all actions taken at any meetings of directors and Members or actions by written consent in lieu of the holding of any such meetings since the time of organization of each such corporation through the date of this Agreement. Pubco has provided true and complete copies of all such minute books, and other similar records to Raditaz’s representatives.

 

3.33           Board Action. Pubco’s Board of Directors has unanimously determined that the Contribution is advisable and in the best interests of Pubco’s Stockholders and is on terms that are fair to such Pubco Stockholders.

 

 

 

 

 

 

 

 

 

 

 

 

 

For purposes of this Agreement, each of the following defined terms is defined in the Section of this Agreement indicated below.

 

Defined Term		Section
ADR Service		6.3(d)
ADR Procedure		6.3(d)
Affiliate		2.13(a)(vii)
Agreed Amount		6.3(c)
Agreement		Introduction
Business Day		1.4
Buyer		Introduction
CERCLA		2.20(a)
Claim Notice		6.3(b)
Claimed Amount		6.3(b)
Claims		1.16
Closing		1.4
Closing Date		1.4
Code		Introduction
Contemplated Transactions		8.3
Contribution		Introduction
Contribution Shares		1.1(d)
Controlling Party		6.3(a)
Current Report		4.3
Damages		6.1
Damages Threshold		6.5(a)(i)
Defaulting Party		8.6
Dispute		6.3(c)
Effective Time		1.1
Employee Benefit Plan		2.19(a)(i)
Environmental Claim		6.1(d)
ERISA		2.19(a)(ii)
ERISA Affiliate		2.19(a)(iii)
Escrow Agent		1.5(g)
Escrow Agreement		1.5(g)
Escrow Shares		1.7(b)
Exchange Act		2.6
Expected Claim Notice		6.4
GAAP		2.6
Governmental Entity		2.4

Indemnification Representative		1.10
Indemnified Executives		4.9(b)
Indemnifying Members		6.1
Initial Shares		1.7(b)
Intellectual Property		2.27(a)
Intellectual Property Rights		2.27(a)
Legal Proceeding		2.17
Lock-up Agreement		4.15
Maximum Offering Amount		1.2
Minimum Offering Amount		1.2
Non-Controlling Party		6.3(a)
Non-Defaulting Party		8.6
Ordinary Course of Business		2.4
OTC Markets		3.2
Party		Introduction
Permits		2.23
Placement Agent		1.2
PPO Price		Introduction
PPO Units		Introduction
PPO Warrants		Introduction
Private Placement Offering		Introduction
Prohibited Transaction		4.14
Pubco		Introduction
Pubco Certificate		5.3(f)
Pubco Common Stock		Introduction
Pubco Confidential Information		4.7(b)
Pubco Disclosure Schedule		Article III
Pubco Financial Statements		3.8
Pubco Liabilities		1.11(b)
Pubco Material Adverse Effect		3.1
Pubco Option Plan		4.6(d)
Pubco Options		1.1(e)
Pubco Reports		3.6
Pubco Restricted Stock Awards		1.1(e)
Pubco Subsidiary		2.5
Raditaz		Introduction
Raditaz Balance Sheet		2.6
Raditaz Balance Sheet Date		2.6

Raditaz Certificate		5.2(f)
Raditaz Confidential Information		4.5(b)
Raditaz Disclosure Schedule		Article II
Raditaz Financial Statements		2.6
Raditaz Interim Balance Sheet		2.6
Raditaz Interim Financial Statements		2.6
Raditaz Material Adverse Effect		2.1
Raditaz Membership Interests		Introduction
Raditaz Members		Introduction
Raditaz Subsidiary		2.5
Raditaz Year-End Financial Statements		2.6
Reasonable Best Efforts		4.1
Registration Statement		1.3
Response		6.3(c)
Restricted Holder		4.14
Securities Act		1.12(a)
Security Interest		2.4
Share Contribution		3.2
Split-Off		Introduction
Split-Off Agreement		Introduction
Split-Off Subsidiary		Introduction
Subsidiary		2.5
Tax Returns		2.9(a)(ii)
Taxes		2.9(a)(i)
Transaction Documentation		3.3
2014 Equity Incentive Plan		4.12

 

 

 

 

 

 

If to Raditaz (prior to the Closing): Raditaz, LLC 2217 New London Turnpike South Glastonbury, CT 06073 Attn: Tom Brophy, CEO	Copy to (which copy shall not constitute notice hereunder): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10017 Attn: Barry I. Grossman, Esq.
If to Raditaz (subsequent to the Closing): Raditaz, LLC 2217 New London Turnpike South Glastonbury, CT 06073 Attn: Tom Brophy, CEO	Copy to (which copy shall not constitute notice hereunder): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10017 Attn: Barry I. Grossman, Esq.
If to Pubco (prior to the Closing): Duane Street Corp. 616 Corporate Way, Suite 2-4059 Valley Cottage, NY 10989 Attn: Peretz Yehudah Aisenstark	Copy to (which copy shall not constitute notice hereunder): Gottbetter & Partners, LLP 488 Madison Avenue, 12th Fl. New York, NY 10022 Attn: Scott Rapfogel, Esq.
If to Pubco (subsequent to the Closing): Duane Street Corp. 2217 New London Turnpike South Glastonbury, CT 06073 Attn: Tom Brophy, CEO	Copy to (which copy shall not constitute notice hereunder): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, NY 10017 Attn: Barry I. Grossman, Esq.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.