SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)
RETAIL PRO, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
76131K107
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2009
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
The information required in 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. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
PSource Structured Debt Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd.(In Liquidation)*
98-0337673
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens U.S. SPV I, LLC
20-8903266
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Offshore SPV II, Corp.
26-0811267
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Valens Capital Management, LLC
20-8903345
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Chris Johnson
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 6,464,307 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 6,464,307 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Russell Smith
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 6,464,307 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 6,464,307 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Israel
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
CUSIP No. 76131K107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,464,307 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,464,307 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,464,307 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
Item 1(a). Name of Issuer: Retail Pro, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3252 HOLIDAY COURT, SUITE 226, LA JOLLA, CA 92037
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation)*
This Schedule 13G, as amended, is also filed on behalf of PSource
Structured Debt Limited, a closed ended company incorporated with
limited liability in Guernsey, Laurus Capital Management, LLC, a
Delaware limited liability company, Valens Offshore SPV II, Corp., a
Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited
liability company, Valens Capital Management, LLC, a Delaware
limited liability company, Chris Johnson, Russell Smith, Eugene Grin
and David Grin. Laurus Master Fund, Ltd. (In Liquidation) is in
official liquidation under the supervision of the Grand Court of the
Cayman Islands. The Joint Official Liquidators are Chris Johnson and
Russell Smith of Johnson Smith Associates, Ltd. The Joint Official
Liquidators have discretion over the management of Laurus Master
Fund, Ltd. (In Liquidation) and the disposition of its assets,
including the securities owned by Laurus Master Fund, Ltd. (In
Liquidation) reported in this Schedule 13G, as amended. Laurus
Capital Management, LLC, acting through its controlling principals,
Eugene Grin and David Grin, provides day to day investment
management services to Laurus Master Fund, Ltd. (In Liquidation) and
its two feeder funds concerning their respective assets, including
the securities owned by Laurus Master Fund, Ltd. (In Liquidation)
reported in this Schedule 13G, as amended, subject to the oversight
and preapproval rights of the Joint Official Liquidators and Laurus
Capital Management, LLC's obligations to Laurus Master Fund, Ltd.
(In Liquidation) under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented from time to time; all of the foregoing
subject to specific directions otherwise given by the Joint Official
Liquidators at their discretion. Laurus Capital Management, LLC
manages PSource Structured Debt Limited, subject to certain
preapproval rights of the board of directors of Psource Structured
Debt Limited. Valens Capital Management, LLC manages Valens Offshore
SPV I Ltd. and Valens U.S. SPV I, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Laurus
Master Fund, Ltd. (In Liquidation) (subject to the oversight and
preapproval rights of the Joint Official Liquidators), PSource
Structured Debt Limited, Valens Offshore SPV II, Corp., and Valens
U.S. SPV I, LLC reported in this Schedule 13G, as amended. The Joint
Official Liquidators share voting and investment power over the
securities owned by Laurus Master Fund, Ltd. (In Liquidation).
Information related to each of Joint Official Liquidators, Laurus
Capital Management, LLC, PSource Structured Debt Limited, Valens
U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Valens Capital
Management, LLC, Eugene Grin and David Grin is set forth on Appendix
A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence: c/o
Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New
York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 76131K107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 6,464,307 shares of Common Stock*
(b) Percent of Class: 9.99%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of
Common Stock*
(ii) shared power to vote or to direct the vote: 6,464,307
shares of Common Stock*
(iii) sole power to dispose or to direct the disposition of:
0 shares of Common Stock*
(iv) shared power to dispose or to direct the disposition of:
6,464,307 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
-----------
*Based on 61,340,195 shares of the common stock, par value $0.0001 per share
(the "Shares"), issued and outstanding of Retail Pro, Inc., a Delaware
corporation (the "Company") as of May 29, 2008, as disclosed in the Company's
Quarterly Report on Form 10-Q/A for the fiscal year ended December 31, 2007 (the
"10-Q/A"), which was the last report filed by the Company reporting the number
of issued and outstanding Shares of the Company. The Company has not filed any
public filing describing its outstanding Shares or the number of issued and
outstanding Shares of the Company since the 10-Q/A. The Reporting Persons have
no reason to believe that the information regarding the number of issued and
outstanding Shares of the Company contained in the 10-Q/A is inaccurate. . As of
December 31, 2009, PSource Structured Debt Limited ("PSource"), Laurus Master
Fund, Ltd. (in Liquidation) (the "Fund"), Valens U.S. SPV I, LLC, ("Valens US"),
and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource, the
Fund, and Valens US, the "Investors") collectively held (i) 3,096,713 Shares,
(ii) a warrant (the "First Warrant") to acquire 3,750,000 Shares at an exercise
price of $0.71 per Share, subject to certain adjustments, (ii) a warrant (the
"Second Warrant") to acquire 250,000 Shares at an exercise price of $0.43 per
Share, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to
acquire 4,444,444 Shares at an exercise price of $0.23 per Share, subject to
certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 1,200,000
Shares at an exercise price of $0.20 per Share, subject to certain adjustments,
(v) a warrant (the "Option") to acquire 14,028,152 Shares at an exercise price
of $0.01 per Share, subject to certain adjustments, (vi) a warrant ("Option 2A")
to acquire 1,125,000 Shares at an exercise price of $0.01 per Share, subject to
certain adjustments, (vii) a warrant ("Option 2") to acquire 1,125,000 Shares at
an exercise price of $0.01 per Share, subject to certain adjustments, (viii) a
warrant ("Option 3") to acquire 1,706,250 Shares at an exercise price of $0.01
per Share, subject to certain adjustments, (ix) a warrant ("Option 4")to acquire
1,000,000 Shares at an exercise price of $0.01 per Share, subject to certain
adjustments, (x) a warrant ("Option 5", and together with the First Warrant,
Second Warrant, Third Warrant, Fourth Warrant, Option, Option 2A, Option 3 and
Option 4, collectively, the "Warrants") to acquire 15,000,000 Shares at an
exercise price of $0.01 per Share, subject to certain adjustments. The Warrants
contain an issuance limitation prohibiting the Investors from exercising those
securities to the extent that such exercise would result in beneficial ownership
by the Investors of more than 9.99% of the Shares then issued and outstanding
(the "9.99% Issuance Limitation"). The 9.99% Issuance Limitation may be (a)
waived by the Investors upon at least 61 days prior notice to the Company,
provided there no indebtedness owed to the Investors is outstanding, and (b)
following notice to the Company shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is in liquidation
under the supervision of the Grand Court of the Cayman Islands. The Joint
Official Liquidators ("JOLs") are Chris Johnson and Russell Smith of Johnson
Smith Associates, Ltd. The JOLs have discretion over the management of the Fund
and the disposition of its assets, including the securities owned by the Fund
reported in this Schedule 13G, as amended. Laurus Capital Management, LLC
("LCM") acting through its controlling principals, Eugene Grin and David Grin,
provides day to day investment management services to the Fund and its two
feeder funds concerning their respective assets, including the securities owned
by the Fund reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007, as amended, restated, modified and/or supplemented from time to time;
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of Psource. Valens U.S. and VOFF SPV II are
managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin,
through other entities, are the controlling principals of LCM and VCM and share
voting and investment power over the securities owned by the Fund (subject to
the oversight and preapproval rights of the JOLs), PSource, Valens U.S. and VOFF
SPV II reported in this Schedule 13G, as amended. The JOLs share voting and
investment power over the securities owned by the Fund.
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.
February 12, 2010
--------------------------
Date
LAURUS MASTER FUND, LTD. (IN LIQUIDATION)
/s/ Russell Smith
-----------------------------------------
Russell Smith
Joint Official Liquidator (for the
account of Laurus Master Fund, Ltd. and
with no personal liability)
February 12, 2010
APPENDIX A
A. Name: PSource Structured Debt Limited, a closed ended
company incorporated with limited liability in
Guernsey
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Guernsey
B. Name: Laurus Capital Management, LLC, a
Delaware limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
C. Name: Valens U.S. SPV I LLC, a Delaware
limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
D. Name: Valens Offshore SPV II, Corp., a
Delaware corporation
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
E. Name: Valens Capital Management, LLC, a
Delaware limited liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of Organization: Delaware
F. Name: Eugene Grin
Business Address: 335 Madison Avenue, 10th Floor Address
New York, New York 10017
Principal Principal of Valens Capital Management, LLC
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
G. Name: David Grin
Business Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Principal Principal of Valens Capital Management, LLC
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States and Israel
H. Name: Chris Johnson
Business Address: Elizabethan Square, 80 Shedden Road, George Town,
Grand Cayman, Cayman Islands KY1-1104
Principal Occupation: Managing Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
I. Name: Russell Smith
Business Address: Elizabethan Square, 80 Shedden Road, George Town,
Grand Cayman, Cayman Islands KY1-1104
Principal Occupation: Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens
U.S. SPV I, LLC, Valens Offshore SPV II, LLC, Valens Capital Management, LLC,
Chris Johnson, Russell Smith, Eugene Grin and David Grin hereby agrees, by their
execution below, that the Schedule 13G to which this Appendix A is attached is
filed on behalf of each of them, respectively.
PSource Structured Debt Limited
By: Laurus Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Principal
February 12, 2010
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By: Valens Capital Management, LLC
Individually and as investment manager
/s/ Eugene Grin
----------------------------------
Eugene Grin
Principal
February 12, 2010
/s/ Chris Johnson
-------------------------------------------
Chris Johnson, on his individual behalf
February 12, 2010
/s/ Russell Smith
-------------------------------------------
Russell Smith, on his individual behalf
February 12, 2010
/s/ Eugene Grin
-------------------------------------------
Eugene Grin, on his individual behalf
February 12, 2010
/s/ David Grin
-------------------------------------------
David Grin, on his individual behalf
February 12, 2010