* |
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). |
(1) |
The Reporting Person acquired the Special Warrants reported herein for a purchase price of $0.75 per Special Warrant in a private placement offering by NRDS which closed on June 6, 2007 (the "Offering"). Each Special Warrant represents the right to receive upon conversion thereof: (i) one share of the Issuer's common stock, par value $0.01 per share (a "Share"); and (ii) one-half of a common stock purchase warrant, with a whole common stock purchase warrant (a "Warrant") entitling the holder thereof to purchase one Share for a purchase price of $1.10. |
(2) |
The Special Warrants will convert automatically into Shares and Warrants upon the satisfaction by NRDS of one of the conditions described in Note (3). The Special Warrants will be convertible at the option of the holder on December 2, 2007, which is 180 days after the closing of the Offering. The Warrants will be exercisable immediately upon their issuance. |
(3) |
Each Special Warrant will convert automatically into one Share and one-half of a Warrant and will expire immediately thereafter on the earlier of: (i) the date which is the third business day following the date on which the Shares and Warrants issuable upon the conversion of the Special Warrants are qualified for distribution to the public in relevant provinces of Canada; (ii) the date that is four months and one day following the date on which NRDS becomes a reporting issuer in a jurisdiction of Canada; or (iii) June 5, 2009. Each Warrant will expire on June 6, 2012. |
(4) |
This number assumes: (i) the conversion of all Special Warrants held by the Reporting Person; and (ii) the exercise of all Warrants issued upon the conversion of the Special Warrants by the Reporting Person. |
(5) |
The conversion price for the Special Warrants is nil. The exercise price for each Warrant is $1.10. |
(6) |
The Special Warrants reported herein are held for the account of an exempted limited partnership organized under the laws of the Commonwealth of the Bahamas for which the Reporting Person serves as discretionary investment manager. |