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.
[ ]
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 No.
185064102
|
|
Page 1 of 12 Pages
|
|
13D
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|
1
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Names of Reporting Persons
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clirSPV LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a) [
] (b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
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WC
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5
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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0
|
NUMBER OF SHARES
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8
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Shared
Voting Power
|
BENEFICIALLY OWNED BY
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|
EACH
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5,213,543
|
REPORTING PERSON
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9
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Sole
Dispositive Power
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WITH
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0
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10
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Shared
Dispositive Power
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5,213,543
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,324,062
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ X ]
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13
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Percent of Class Represented by Amount in Row (11)
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19.9%
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14
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Type of Reporting Person
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OO (Delaware limited liability
company)
|
CUSIP No.
185064102
|
|
Page 2 of 12 Pages
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|
13D
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1
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Names of Reporting Persons
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|
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GPclirSPV LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
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5
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Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) ?
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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0
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8
|
Shared
Voting Power
|
NUMBER OF SHARES
|
|
|
BENEFICIALLY OWNED BY
|
|
5,213,543
|
EACH REPORTING PERSON
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9
|
Sole
Dispositive Power
|
WITH
|
|
|
|
|
0
|
|
|
10
|
Shared
Dispositive Power
|
|
|
|
|
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5,213,543
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11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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|
|
|
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5,324,062
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12
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ X ]
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13
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Percent of Class Represented by Amount in Row (11)
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|
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19.9%
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|
14
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Type of Reporting Person
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|
|
|
|
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OO (Delaware limited liability
company)
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CUSIP No.
185064102
|
|
Page 3 of 12 Pages
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13D
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1
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Names of Reporting Persons
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|
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Robert T. Hoffman Sr.
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2
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Check the Appropriate Box if a Member of a Group
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|
(a) [ ]
(b) [ ]
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3
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SEC Use Only
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|
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4
|
Source of Funds (See Instructions)
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|
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OO
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5
|
Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) ?
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6
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Citizenship or Place of Organization
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United States
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7
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Sole
Voting Power
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110,519
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8
|
Shared
Voting Power
|
NUMBER OF SHARES
|
|
|
BENEFICIALLY OWNED BY
|
|
5,213,543
|
EACH REPORTING PERSON
|
9
|
Sole
Dispositive Power
|
WITH
|
|
|
|
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110,519
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|
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10
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Shared
Dispositive Power
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5,213,543
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
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5,324,062
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13
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Percent of Class Represented by Amount in Row (11)
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19.9%
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14
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Type of Reporting Person
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IN
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CUSIP No.
185064102
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|
Page 4 of 12 Pages
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13D
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1
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Names of Reporting Persons
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Princeton Opportunity Management LLC
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2
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Check the Appropriate Box if a Member of a Group
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|
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(a) [ ]
(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
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5
|
Check if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
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6
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Citizenship or Place of Organization
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Delaware
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7
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Sole
Voting Power
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0
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8
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Shared
Voting Power
|
NUMBER OF SHARES
|
|
|
BENEFICIALLY OWNED BY
|
|
5,213,543
|
EACH
REPORTING PERSON
|
9
|
Sole
Dispositive Power
|
WITH
|
|
|
|
|
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0
|
|
|
10
|
Shared
Dispositive Power
|
|
|
|
|
|
|
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0
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
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|
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5,324,062
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ X ]
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|
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|
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13
|
Percent of Class Represented by Amount in Row (11)
|
|
|
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|
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19.9%
|
|
14
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Type of Reporting Person
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|
|
|
|
|
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OO (Delaware limited liability
company)
|
CUSIP No.
185064102
|
13D
|
Page 5
of 12 Pages
|
Item 1. Security and Issuer.
This statement on Schedule 13D
(Schedule 13D) relates to the common stock, par value $0.0001 per share
(Common Stock), of ClearSign Combustion Corporation, a Washington corporation
(the Issuer), whose principal executive offices are located at 12870
Interurban Ave S, Seattle, WA 98168.
Item 2. Identity and Background.
This statement is being filed by
the following persons (each a Reporting Person and, collectively, the
Reporting Persons):
(1) clirSPV LLC
(clirSPV);
(2) GPclirSPV LLC
(GPclirSPV);
(3) Robert T. Hoffman Sr.;
and
(4) Princeton Opportunity Management,
LLC (Princeton Opportunity Management).
Each of clirSPV, GPclirSPV and
Princeton Opportunity Management is organized under the laws of the State of
Delaware. The business address of each of the Reporting Persons is 119 Warren
Avenue, 3
rd
Floor, Spring Lake NJ 07762. The Reporting Persons are
principally engaged in the business of investing in securities, including of
ClearSign.
Information with respect to the
managing members and officers of clirSPV, GPclirSPV and Princeton Opportunity
Management (collectively, the Related Persons), including name, business
address, present principal occupation or employment and the organization in
which such employment is conducted, and citizenship is listed on the attached
Schedule A, which is incorporated herein by reference.
During the last five years, none
of the Reporting Persons or Related Persons (i) has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On July 20, 2018 clirSPV acquired
5,213,543 shares of Common Stock (the PIPE Shares) pursuant to a Stock
Purchase Agreement with ClearSign dated July 12, 2018 that was structured as a
private investment in a public company (PIPE Transaction). The purchase price
for such shares was $2.25 per share for a total purchase price of
$11,730,471.75.
CUSIP No.
185064102
|
13D
|
Page 6
of 12 Pages
|
clirSPV obtained the funds to
purchase the PIPE Shares through a private placement in which it raised
$11,795,000.
Item 4. Purpose of Transaction.
Stock Purchase Agreement
In addition to the purchase of
the PIPE Shares, the Stock Purchase Agreement permits clirSPV, for a period that
begins on July 20, 2018 and ends seven days following the expiration date of the
warrants issued by ClearSign on January 25, 2017 (the Warrants), to purchase
from the ClearSign up to an aggregate 478,854 shares of Common Stock at a price
of $4.00 per share (the Additional Purchase Right). The number of shares of
Common Stock for which the Additional Purchase Right may be exercised and the
price at which the shares may be purchased are both subject to adjustment as
provided in the Warrants. The Stock Purchase Agreement provides that ClearSign
may appoint one director to the Companys Board of Directors and Robert T.
Hoffman Sr. has been so appointed.
The Stock Purchase Agreement also
permits clirSPV to participate in future capital raising transactions (the
Participation Right) on the same terms as other investors participating in
such transactions. The Participation Right will expire on December 31, 2023.
Excluded from the Participation Right are the following: (i) shares of Common
Stock issued pursuant to the exercise of certain currently outstanding warrants
or options or issued pursuant to equity incentive plans or other compensation
arrangements; (ii) securities issued in debt financing transactions with any
financial institution or company; (iii) securities issued in transactions with
strategic partners such as customers, suppliers or distributors; (iv) securities
issued in rights or other securities offerings made to all stockholders; and (v)
securities issued pursuant to stockholder-approved transactions including any
transaction resulting in a change of control. Transactions with strategic
partners include, but are not limited to, (A) the consolidation or merger by
ClearSign (or its subsidiaries or affiliates) with or into (whether or not
ClearSign is the surviving corporation) another entity; (B) the sale,
assignment, transfer, conveyance or disposition of all or substantially all of
the properties or assets of ClearSign or any of its significant subsidiaries;
(C) allowing one or more entities to make, or allowing ClearSign to be subject
to or have its Common Stock be subject to, a purchase, tender or exchange offer;
(D) the consummation of a stock or share purchase agreement with a strategic
partner; or (E) the consummation with a strategic partner of any other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement).
clirSPV may not exercise the
Additional Purchase Right or the Participation Right if the purchase of
additional shares of Common Stock would cause it and those whose ownership is
ascribed to it to own 20% or more of ClearSign's then outstanding Common Stock
or hold shares with 20% or more of the voting power of ClearSign.
The Registration Rights Agreement
Under the terms of a Registration
Rights Agreement entered into on July 20, 2018, ClearSign is required to
register the Pipe Shares for resale and to register the shares that may be
issued pursuant to the Additional Purchase Right and the Participation Right so
long as the shares purchased by other investors in the offering subject to the
Participation Right are also required to be registered. The Registration Rights
Agreement requires ClearSign to file the registration statement with the
Securities and Exchange Commission (the Commission) and to use commercially
reasonable efforts to have the registration statement declared effective by the
Commission six months after July 20, 2018. The registration rights granted to
the Investor will terminate in their entirety effective on the first date on
which there ceases to be outstanding any Registrable Securities, as defined in
the Registration Rights Agreement.
CUSIP No.
185064102
|
13D
|
Page 7 of 12 Pages
|
The Voting Agreement
Pursuant to the Voting Agreement
dated July 20, 2018 by and between clirSPV and ClearSign, for so long as the
clirSPV beneficially owns at least 3,000,000 shares of common stock (as adjusted
for any stock split, stock dividend or any subdivision of the Common Stock, or
any other reclassification or other similar recapitalization after the July 20,
2018), or such lesser number of shares of Common Stock which then constitute at
least 10% of the shares of the ClearSigns then outstanding common stock, at
each annual meeting of the stockholders of the ClearSign or at any meeting of
the stockholders of the ClearSign at which members of the Board of Directors are
to be elected, or whenever such action is to be taken by written consent,
ClearSign will nominate for election one individual designated by clirSPV. The
Voting Agreement will terminate in its entirety upon the earlier to occur of (a)
the mutual written agreement of clirSPV and ClearSign; (b) the occurrence of a
Change in Control, as defined in the Voting Agreement; and (c) a decline,
whether as a result of ClearSigns issuance of additional shares of Common Stock
or as a result of clirSPVs sale of shares of the Companys common stock, in
clirSPVs ownership of ClearSign Common Stock to less than 10% of shares of the
then outstanding Common Stock.
The above discussion does not
purport to be a complete description of the Stock Purchase Agreement, the
Registration Rights Agreement and the Voting Agreement and is qualified in its
entirety by reference to the full text of such documents, which are incorporated
herein by reference.
General
clirSPV acquired the securities
described in this Schedule 13D for investment purposes. It is the Reporting
Persons intention to hold the PIPE Shares for five years to avail clirSPVs
members of Section 1202 treatment of the Pipe Shares as Qualified Small Business
Stock. Nevertheless, clirSPV intends to review its investments in ClearSign on a
continuing basis and take appropriate action. Any actions the Reporting Persons
might undertake will be dependent upon the Reporting Persons review of numerous
factors, including, but not limited to: an ongoing evaluation of ClearSigns
business, financial condition, operations and prospects; price levels of
ClearSigns securities; general market, industry and economic conditions; the
relative attractiveness of alternative business and investment opportunities;
and other future developments.
The Reporting Persons may, at any
time and from time to time, acquire additional securities of ClearSign, or
retain or sell all or a portion of the securities then held, in the open market
or in privately negotiated transactions. In addition, the Reporting Persons or
their designee to ClearSigns board of directors may engage in discussions with
management, the board of directors, and shareholders of ClearSign and other
relevant parties or encourage such persons to consider or explore extraordinary
corporate transactions, such as: a merger; sales or acquisitions of assets or
businesses; changes to the capitalization or dividend policy of ClearSign; or
other material changes to ClearSigns business or corporate structure,
including changes in management or the composition of ClearSigns board of
directors.
Other than as described above,
none of the Reporting Persons currently has any plans or proposals that relate
to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule
13D, although, depending on the factors discussed herein, the Reporting Persons
may change their purpose or formulate different plans or proposals with respect
thereto at any time.
Item 5. Interest in Securities of ClearSign.
CUSIP No.
185064102
|
13D
|
Page 8
of 12 Pages
|
(a) (b)
The following sets forth, as of the date of this Schedule 13D,
the aggregate number of shares of Common of shares of Common Stock as to which
each Reporting Person has the sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition of, as of
the date hereof, based on 26,631,452 shares of Common Stock outstanding
following the closing of the transactions contemplated by the Stock Purchase
Agreement.
|
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Sole
|
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Shared
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|
|
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|
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Sole power to
vote
|
|
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Shared
|
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|
power to
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|
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power to
|
|
|
|
|
|
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or to direct the
vote
|
|
|
power to
|
|
|
dispose or
|
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dispose or
|
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|
|
Amount
|
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|
vote or to
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to direct
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to direct
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beneficially
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|
direct the
|
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the
|
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the
|
|
Reporting Person
|
|
owned
|
|
|
Percent of class
|
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|
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|
|
vote
|
|
|
disposition
|
|
|
disposition
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clirSPV
LLC
|
|
5,213,543
|
|
|
19 6%
|
|
|
0
|
|
|
5,213,543
|
|
|
0
|
|
|
5,213,543
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
GPclirSPV
LLC
|
|
5,213,543
|
|
|
19.6%
|
|
|
0
|
|
|
5,213,543
|
|
|
0
|
|
|
5,213,543
|
|
Robert T. Hoffman Sr.
|
|
5,324,062
|
|
|
19.9%
|
|
|
110,519
|
|
|
5,213,543
|
|
|
110,519
|
|
|
5,213,543
|
|
Princeton Opportunity
Management, LLC
|
|
5,213,543
|
|
|
19.6%
|
|
|
0
|
|
|
5,213,543
|
|
|
0
|
|
|
0
|
|
clirSPV is the record holder of
5,213,543 shares of Common Stock.
Robert T. Hoffman Sr. is the
Managing Member of GPclirSPV, which is the Manager of clirSPV. Robert T. Hoffman
Sr. is the Manager of Princeton Opportunity Management, which has an Investment
Management Agreement with clirSPV and shares the power to vote the securities
beneficially owned by clirSPV. As such, each of GPclirSPV, Robert T. Hoffman and
Princeton Opportunity Management may be deemed to have or share beneficial
ownership of the Common Stock held directly by clirSPV.
Robert T. Hoffman Sr has an
self-directed retirement account that holds 110,519 shares of Common Stock of ClearSign.
(c)
|
Except as described in Item 4, during the past 60 days
none of the Reporting Persons or Related Persons has effected any
transactions in ClearSigns Common Stock.
|
|
|
(d)
|
Otter Capital LLC, through its ownership of Units of
clirSPV, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, ClearSign Common Stock,
and such interest relates to in excess of 5.0% of the outstanding shares
of ClearSign Common Stock.
|
|
|
(e)
|
Not applicable.
|
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of ClearSign.
Item 4 above summarizes certain
provisions of the Stock Purchase Agreement, the Registration Rights Agreement
and the Voting Rights Agreement, and is incorporated herein by reference. A copy
of each of these agreements is attached as an exhibit to this Schedule 13D, and
each is incorporated herein by reference.
Investment decisions regarding
the Pipe Shares are made by GPclirSPV or as determined by the operating
agreement of clirSPV. Princeton Opportunity Management and GPclirSPV will
determine voting of PIPE Shares.
Item 7. Materials to be Filed as Exhibits
CUSIP No.
185064102
|
13D
|
Page 9
of 12 Pages
|
Exhibit
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Number
|
Description
|
|
|
1
|
Joint Filing Agreement.
|
|
|
2
|
Stock Purchase Agreement, dated
July 12, 2018 by and between ClearSign Combustion Corporation and clirSPV
LLC (incorporated by reference to Exhibit 10.1 to ClearSigns Current
Report on Form 8-K filed on July 17, 2018).
|
|
|
3
|
Registration Rights Agreement,
dated as of July 20 , 2018, by and between ClearSign Combustion
Corporation and clirSPV LLC (incorporated by reference to Exhibit 10.1 to
ClearSigns Current Report on Form 8-K filed on July 20, 2018).
|
|
|
4.
|
Voting Agreement, dated as of
July 20, 2018, by and between ClearSign Combustion Corporation and clirSPV
LLC (incorporated by reference to Exhibit 10.2 to ClearSigns Current
Report on Form 8-K filed on July 20, 2018).
|
SIGNATURES
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
: July 30, 2018
|
|
|
|
CLIRSPV LLC
|
|
By:
GPCLIRSPV
LLC
|
|
|
|
By:
/s/ Robert T. Hoffman
Sr.
|
|
Name: Robert T. Hoffman Sr.
|
|
Title: Manager
|
|
|
|
GPCLIRSPV LLC
|
|
|
|
|
|
By:
/s/ Robert T. Hoffman
Sr.
|
|
Name: Robert T. Hoffman Sr.
|
|
Title: Manager
|
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By:
/s/ Robert T. Hoffman
Sr.
|
|
Name: Robert T. Hoffman Sr.
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|
PRINCETON OPPORTUNITY MANAGEMENT LLC
|
|
|
|
By:
/s/ Robert T. Hoffman
Sr.
|
|
Name: Robert T. Hoffman Sr.
|
|
Title: Manager
|
SCHEDULE A
The name, present principal
occupation or employment and citizenship of each of the executive officers and
directors of the Reporting Persons are set forth below. The business address of
each individual is 119 Warren Avenue, 3
rd
Floor, Spring Lake NJ 07762
.
CLIRSPV LLC
Name
|
|
Manager
|
|
|
|
|
|
|
|
|
|
Present Principal
Occupation or Employment
|
|
Citizenship/Place of
Organization
|
GPclirSPV LLC
|
|
Manager of
clirSPV LLC
|
|
Delaware
|
Princeton Opportunity Management
|
|
Investment Manager pursuant to Investment Management Agreement
|
|
Delaware
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LLC
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GPCLIRSPV LLC
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Robert T. Hoffman Sr.
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Manager of GPclirSPV LLC
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United States
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PRINCETON OPPORTUNITY MANAGEMENT
LLC
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Robert T. Hoffman Sr.
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Manager of GPclirSPV LLC
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United States
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a statement on Schedule 13D, including all amendments thereto,
with respect to the common stock, par value $0.0001 per share, of ClearSign
Combustion Corporation, and further agree that this Joint Filing Agreement shall
be included as an exhibit to the first such joint filing and may, as required,
be included as an exhibit to subsequent amendments thereto.
Each of the undersigned agrees and acknowledges that each party
hereto is (i) individually eligible to use such Schedule 13D and (ii)
responsible for the timely filing of such Schedule 13D and any and all
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein;
provided
that no party is
responsible for the completeness and accuracy of the information concerning any
other party unless such party knows or has reason to believe that such
information is inaccurate.
This Joint Filing Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same
instrument. A facsimile, telecopy or other reproduction of this Joint Filing
Agreement may be executed by one or more parties hereto, and an executed copy of
this Joint Filing Agreement may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes as of the date hereof.
Dated: July 20, 2018
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint
Filing Agreement as of the date first written above.
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CLIRSPV
LLC
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By: GPCLIRSPV LLC
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/s/ Robert T. Hoffman Sr.
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Robert T. Hoffman Sr.
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[Manager]
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GPCLIRSPV
LLC
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/s/ Robert T. Hoffman Sr.
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Robert T. Hoffman Sr.
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[Manager]
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ROBERT T. HOFFMAN SR
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/s/ Robert T. Hoffman Sr.
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Robert T. Hoffman Sr.
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PRINCETON OPPORTUNITY
MANAGEMENT LLC
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/s/ Robert T. Hoffman Sr.
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Robert T. Hoffman Sr.
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[Manager]
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[
Signature Page to Schedule 13D Joint Filing Agreement
]