SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Verso Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

92531L207

(CUSIP Number of Class of Securities)

Joshua Cherry-Seto

Blue Wolf Capital Partners

One Liberty Plaza, 52nd Floor

New York, NY 10006

Telephone: (212) 488-1347

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Peter H. Lieberman, Esq.	Dmitriy A. Tartakovskiy, Esq.
Greenberg Traurig, LLP	Greenberg Traurig, LLP
77 West Wacker Drive, Suite 3100	MetLife Building
Chicago, IL 60601	200 Park Avenue
(312) 456-8417	New York, NY 10166
	(212) 801-3131

October 8, 2019

(Date of Event Which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240. 13d-7 for other parties to whom copies are to be sent.

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, as amended (the “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).

SCHEDULE 13D

CUSIP No.  92531L207
	1	Name of Reporting Person BW Coated LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds AF
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 830,568
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 830,568
	11	Aggregate Amount Beneficially Owned by Each  Person 830,568
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.39%(1)
	14	Type of Reporting Person OO

(1) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

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SCHEDULE 13D

CUSIP No.  92531L207
	1	Name of Reporting Person Blue Wolf Capital Fund IV, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 830,568(1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 830,568(1)
	11	Aggregate Amount Beneficially Owned by Each Person 830,568(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.39%(2)
	14	Type of Reporting Person PN

(1) Solely in its capacity as sole member of BW Coated LLC.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

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SCHEDULE 13D

CUSIP No.  92531L207
	1	Name of Reporting Person Blue Wolf Capital Advisors IV, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 830,568(1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 830,568(1)
	11	Aggregate Amount Beneficially Owned by Each Person 830,568(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 2.39%(2)
	14	Type of Reporting Person PN

(1) Solely in its capacity as general partner of Blue Wolf Capital Fund IV, L.P.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

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SCHEDULE 13D

CUSIP No.  92531L207
	1	Name of Reporting Person Blue Wolf Capital Advisors IV, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 830,568(1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 830,568(1)
	11	Aggregate Amount Beneficially Owned by Each Person 830,568(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 2.39%(2)
	14	Type of Reporting Person OO

(1) Solely in its capacity as general partner of Blue Wolf Capital Advisors IV, L.P.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

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SCHEDULE 13D

CUSIP No.  92531L207
	1	Name of Reporting Person Adam Blumenthal
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 830,568(1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 830,568(1)
	11	Aggregate Amount Beneficially Owned by Each Person 830,568(1)
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.39%(2)
	14	Type of Reporting Person OO

(1) Solely in his capacity as the controlling person of BW Coated LLC, Blue Wolf Capital Fund IV, L.P., Blue Wolf Capital Advisors IV, L.P. and Blue Wolf Capital Advisors IV, LLC.  The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer, except to the extent of the reporting person’s pecuniary interest therein or to the extent the reporting person actually exercises voting or dispositive power with respect to such shares of Common Stock.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

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Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on September 20, 2019, as amended and supplemented on October 1, 2019 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), relating to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”).  Except as specifically amended by this Amendment, items in the Original Schedule 13D are unchanged.  Capitalized terms used herein that are not defined have the meanings ascribed to them in the Original Schedule 13D.

Item 2.Identity and Background

Item 2 of the Schedule 13D is hereby amended by replacing section (a)(i) of Item 2 with the following:

“(i)BW Coated LLC, a Delaware limited liability company (“BW Coated”).  BW Coated is the direct beneficial owner of 830,568 shares of Common Stock of the Issuer;”

Item 3.Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

“434,663 shares of Common Stock beneficially owned by the Reporting Persons were acquired in open market transactions.

In addition, as described in more detail in Item 6, on October 7, 2019, BW Coated acquired 395,905 shares of Common Stock from Lapetus Capital II LLC (“Lapetus II”) and Lapetus Capital III LLC (“Lapetus III”) for an aggregate purchase price of $4,948,812.50.

The Reporting Persons expended an aggregate of approximately $10,125,274.18 to acquire the 830,568 shares of Common Stock reported as beneficially owned by them in this Schedule 13D, which purchases were made in part with working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Reporting Persons.  No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.”

Item 4.Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information:

“This Amendment No. 2 is being filed to report (1) the acquisition of 97,295 shares of Common Stock by the Reporting Persons in open market transactions since September 30, 2019, and (2) the acquisition of 395,905 shares of Common Stock by BW Coated from Lapetus II and Lapetus III on October 7, 2019, as described in more detail in Item 6.”

Item 5.Interest in Securities of the Issuer

Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

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“(a) and (b)

The information contained on the cover pages of this Schedule 13D is incorporated by reference.  All percentages of Common Stock outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 830,568 shares of Common Stock, representing 2.39% of the outstanding shares.

(i)BW Coated has shared voting and dispositive power over 830,568 shares of Common Stock, representing 2.39% of the outstanding shares;

(ii)BWCF IV has shared voting and dispositive power over 830,568 shares of Common Stock, representing 2.39% of the outstanding shares;

(iii)BWCA IV LP, by virtue of its status as the general partner of BWCF IV, has shared voting and dispositive power of 830,568 shares of Common Stock, representing 2.39% of the outstanding shares;

(iv)BWCA IV LLC, by virtue of its status as the general partner of BWCA IV LP, has shared voting and dispositive power of 830,568 shares of Common Stock, representing 2.39% of the outstanding shares; and

(v)Mr. Adam Blumenthal, by virtue of his status as the Managing Member of BWCA IV LLC, has shared voting and dispositive power of 830,568 shares of Common Stock, representing 2.39% of the outstanding shares.

Each Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock reported in this Schedule 13D, except to the extent of such Reporting Person’s pecuniary interest therein or to the extent such Reporting Person actually exercises voting or dispositive power with respect to such shares of Common Stock.

By virtue of the agreements and arrangements among the Reporting Persons and the Atlas Parties described or previously disclosed in this Schedule 13D, the Reporting Persons may be deemed to be members of a “group” (within the meaning of Rule 13d-5 under the Act) with the Atlas Parties.  The Atlas Parties are filing a separate Statement on Schedule 13D reporting beneficial ownership of shares of Common Stock.  Each of the Reporting Persons is responsible only for the information contained in this Schedule 13D and assumes no responsibility for information contained in any Schedule 13Ds filed by the Atlas Parties.  The security interests reported in this Schedule 13D do not include security interests owned by the Atlas Parties.  If the Reporting Persons and the Atlas Parties are deemed to have formed a “group” (within the meaning of Rule 13d-5 under the Act), as of the date hereof, such group may be deemed to beneficially own in the aggregate 3,322,275 shares of Common Stock for purposes of Rule 13d-3 under the Act, which would constitute approximately 9.58% of the total outstanding shares of Common Stock.  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock or other securities held by the Atlas Parties.”

Item 5(c) of the Schedule 13D is hereby supplemented with the following:

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“(c)Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock that have occurred since the filing date of the Original Schedule 13D.  Except as otherwise provided therein, all such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.  Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since the filing date of the Original Schedule 13D.”

Item 5(d) of the Schedule 13D is hereby amended and restated as follows:

“(d)Lapetus II and Lapetus III may be entitled to receive a certain amount of proceeds from a future sale of certain shares of Common Stock by BW Coated, as described in more detail in Item 6.”

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph after the third paragraph of Item 6:

“On October 7, 2019, BW Coated entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Lapetus II and Lapetus III (together, the “Lapetus Entities”), pursuant to which BW Coated acquired 395,505 shares of Common Stock of the Issuer from the Lapetus Entities.  For such shares, BW Coated paid an aggregate purchase price of $4,948,812.50 in cash at the closing and agreed to pay up to an additional $1,573,101.35 based on the subsequent sale of shares of Common Stock by BW Coated.  The foregoing description of the Stock Purchase Agreement is a summary only and is qualified in its entirety by reference to the Stock Purchase Agreement which is filed as Exhibit 99.2 hereto and incorporated herein by reference.”

Item 7.Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

“99.2Stock Purchase Agreement, dated as of October 7, 2019, by and between BW Coated LLC, Lapetus Capital II LLC and Lapetus Capital III LLC”

[Signatures on following page]

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: October 10, 2019	BW Coated LLC
		By: Blue Wolf Capital Fund IV, L.P., its sole member
		By: Blue Wolf Capital Advisors IV, L.P., its general partner
		By: Blue Wolf Capital Advisors IV, LLC, its general partner
	By:	/s/ Adam Blumenthal
	Name:	Adam Blumenthal
	Title:	Managing Member
	Blue Wolf Capital Fund IV, L.P.
		By: Blue Wolf Capital Advisors IV, L.P., its general partner
		By: Blue Wolf Capital Advisors IV, LLC., its general partner
	By:	/s/ Adam Blumenthal
	Name:	Adam Blumenthal
	Title:	Managing Member
	Blue Wolf Capital Advisors IV, L.P.
		By: Blue Wolf Capital Advisors IV, LLC, its general partner
	By:	/s/ Adam Blumenthal
	Name:	Adam Blumenthal
	Title:	Managing Member
	Blue Wolf Capital Advisors IV, LLC
	By:	/s/ Adam Blumenthal
	Name:	Adam Blumenthal
	Title:	Managing Member
	/s/ Adam Blumenthal
	Adam Blumenthal

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SCHEDULE I

Reporting Person	Trade Date	Shares Purchased (Sold)	Price(1)
BW Coated LLC	10/1/2019	37,028	$	12.2726
BW Coated LLC	10/2/2019	1,526	$	12.2679
BW Coated LLC	10/4/2019	3,217	$	12.4715
BW Coated LLC	10/7/2019	14,463	$	12.4731
BW Coated LLC	10/7/2019	395,905	$	12.5000	(2)
BW Coated LLC	10/8/2019	24,644	$	12.3797
BW Coated LLC	10/9/2019	16,417	$	12.2440

(1)Except as specified below, the reported price is a weighted average price.  These shares were traded in multiple transactions at prices ranging from $12.070 to $12.500.  The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

(2)The reported price was calculated based on the aggregate purchase price of $4,948,812.50 for the 395,905 shares of Common Stock acquired by BW Coated LLC from Lapetus Capital II LLC and Lapetus Capital III LLC pursuant to the Stock Purchase Agreement, dated October 7, 2019.

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EX-99.2

Exhibit 99.2

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of October 7, 2019 (this “Agreement”), by and between BW Coated LLC, a Delaware limited liability company (“Buyer”), and Lapetus Capital II LLC, a Delaware limited liability company (“Lapetus II”) and Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III” and together with Lapetus II, the “Sellers” and each a “Seller”).

A.Sellers own shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Verso Corporation, a Delaware corporation (the “Company”).

B.Each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the number of shares set forth opposite such Seller’s name on Annex I, the sum of which is equal to 395,905 shares of Common Stock in the aggregate and which shares, for the avoidance of doubt, shall not include the 100 shares of Common Stock of the Company that Lapetus II owns in record name (the “Purchased Shares”), on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1.Sale and Purchase of Shares.  Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall accept and purchase from each Seller, the Purchased Shares being sold by such Seller as set forth opposite such Seller’s name on Annex I for a purchase price as set forth opposite such Seller’s name on Annex I (the “Purchase Price”), the sum of which is equal to $4,948,812.50 (the “Aggregate Purchase Price”).

2.Closing.  The closing of the sale and purchase of the Purchased Shares (the “Closing”) shall take place on October 7, 2019 or such other date as Sellers and Buyer may agree (the “Closing Date”).  At the Closing:

a.Each Seller shall deliver to Buyer the Purchased Shares in book-entry form through an “agent’s message” or such other method through the facilities of the Depository Trust Company (including through DTC’s Deposit and Withdrawal at Custodian service) for the account of Buyer, together with any rights and benefits attaching thereto from and after the Closing Date, free and clear of all liens, charges or other encumbrances; and

b.Buyer shall pay to each Seller an amount equal to the Purchase Price set forth opposite such Seller’s name on Annex I, in cash, by wire transfer of immediately available funds to a bank account designated by each Seller in writing.

3.Profit Sharing.  Buyer shall pay to each Seller an amount (the “Profit Sharing Amount”) equal to (i) the percentage set forth opposite such Seller’s name on Annex I (the “Percentage”) multiplied by (ii) an amount equal to (x) the aggregate purchase price received by Buyer for the first 395,905 shares of Common Stock sold by Buyer (in one or more transactions to one or more parties not affiliated with Buyer) from and after the Closing Date minus (y) Aggregate Purchase Price, provided that the Profit Sharing Amount for the Sellers shall not exceed $1,573,101.35 in the aggregate (for the avoidance of doubt,

if the aggregate purchase price received by Buyer for the first 395,905 shares of Common Stock sold by Buyer from and after the Closing Date is equal to or less than the Aggregate Purchase Price, then the Profit Sharing Amount shall be equal to zero).  In the event the consideration for the sale of the shares of Common Stock is in stock or assets, then Buyer shall pay to each Seller its respective Percentage of the Profit Sharing Amount in cash based on the fair market value of the sold shares of Common Stock.  Buyer shall pay each Seller its respective Percentage of the Profit Sharing Amount in cash, by wire transfer of immediately available funds to a bank account designated by such Seller in writing at least two (2) business days prior to the date of such payment.

4.Miscellaneous.

a.Governing Law; Venue; No Jury Trial.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any jurisdiction other than the State of New York to be applied. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

b.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.  Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned or delegated by a party (whether by operation of law or otherwise) without the prior written consent of the other party, and any attempted assignment without such required consent shall be void; provided that either party hereto may assign any or all of its rights and obligations under this Agreement to one or more of its subsidiaries or affiliates; provided, further, that no such assignment shall release such party from any liability or obligation under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any person other than Buyer or Sellers, or their successors or assigns, any rights or remedies under or by reason of this Agreement.

c.Amendment.  This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of Sellers and Buyer.

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d.Severability.  In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

e.Counterparts.  This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

Buyer:
BW COATED LLC
	By:		Blue Wolf Capital Fund IV, L.P., its sole member
	By:		Blue Wolf Capital Advisors IV, L.P., its general partner
	By:		Blue Wolf Capital Advisors IV, LLC, its general partner
	By:		/s/ Adam Blumenthal
			Name: Adam Blumenthal
			Title: Managing Member
Sellers:
LAPETUS CAPITAL II LLC
By:		/s/ Timothy J. Fazio
		Name: Timothy J. Fazio
		Title: Vice President
LAPETUS CAPITAL III LLC
By:		/s/ Timothy J. Fazio
		Name: Timothy J. Fazio
		Title: Vice President

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ANNEX I

Seller	Purchased Shares	Purchase Price		Percentage
Lapetus Capital II LLC	126,398	$	1,579,980.05	31.9264	%
Lapetus Capital III LLC	269,507	$	3,368,832.45	68.0736	%
Total	395,905	$	4,948,812.50	100.0000	%

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