1st NRG Corp (FNRC)

[Malone]

Also in tht Q : Preferred Class A
-
1
st
NRG Corp closed a transaction with nine qualified investors in January 2011, pursuant to which the
Investors purchased a private placement of Units consisting of Preferred Shares (convertible into Common Shares) and Warrants
to purchase Common Shares.
The total Unit purchase was $14,452,014.45 (
$
16,057.79 per Unit) and
$
14,392,762
is currently
reflected
on
the Company’s Balance Sheet as restricted cash. Under the terms of the Unit Subscription Agreement (USA), the
Investor’s cash and the Securities pur
chased (in certificate form) have been deposited in a restricted
account with an Intermediary
whereby a
n Account Management Agreement (AMA) between the Investors, the Company and the Intermediary governs the
release of funds to the Company from the restric
ted account. The Investors may NOT request a return of capital without the
agreement of 1
st
NRG and 1
st
NRG may not request to unwind or alter the transaction without agreement of the Investors. The
shares are fully paid and non
-
assessablE.